219218 MONCLER GROUP 2022
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MONCLER S.p.A.
Share Capital
Euro 54,925,534.60 fully paid up
Head office at Via Stendhal 47, Milan
Companies Register of Milan registration number and Tax Identification
04642290961
Economic Administrative Index 1763158
* * * REPORT OF THE BOARD OF STATUTORY AUDITORS
TO THE SHAREHOLDERS MEETING
In accordance with Article 153 of Legislative Decree No. 58 of 24 February 1998
Shareholders, This report, which was prepared in accordance with Article 153 of Legislative Decree 58/1998 (the Finance Consolidation Act or TUF ) relates to the activities of the Board of Statutory Auditors (the Board ) of Moncler S.p.A. (hereinafter Moncler and also the Company ) for the year ending 31 December 2022. The mandate of the Board of Statutory Auditors currently in office expires with the approval of the financial statements as of 31 December 2022. During the 2022 financial year, the Board of Statutory Auditors performed its duties in accordance with the Italian Civil Code, Legislative Decree 58/1998 (TUF), the guidelines issued by Consob in its communication No. 1025564 of 6 April 2001 as amended, Legislative Decree 39/2010 (the decree enacting Directive 2006/43/EC on the legal auditing of annual and consolidated financial reports, as amended by Directive 2014/56/EU) as amended, the statutory provisions and the provisions issued by the Supervisory Authorities. It also took into account the rules of conduct laid down by the Italian National Council of Accountants and Tax Consultants. The Board of Statutory Auditors also complied with the regulations applicable to entities of public interest (Article 16 of Legislative Decree 39/2010) such as Moncler as a publicly listed company, in its capacity as the Committee for Internal Control and Accounts Auditing by performing additional specific control and monitoring duties with regard to financial reporting and legal auditing, as provided for in Article 19 of Legislative Decree 39/2010 as amended by Legislative Decree 135/2016, and with regard to non-financial reporting pursuant to Legislative Decree 254/2016 as amended.
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The Board of Statutory Auditors now reports on its activities in 2022. The relevant information is provided below in accordance with the applicable provisions. 1. Activities of the Board of Statutory Auditors during the year ending 31
December 2022 (point 10 of Consob Communication No. 1025564/01)
The Board of Statutory Auditors performed its activities by holding 13 meetings during the 2022 financial year. The Board also attended 8 meetings of the Board of Directors, and was present, either through all of its members or through its chairman and/or another auditor:
at 8 meetings of the Control, Risks and Sustainability Committee;
5 meetings of the Nomination and Remuneration Committee;
at 1 meetings of the Related Parties Committee. As part of its control activity the Board, among other things:
oversaw compliance with laws, the company bylaws and industry regulations;
oversaw compliance with the principles of sound administration, and the functioning and adequacy of the Company s organisational structure and of its internal control, accounting and administration systems, by collecting data and information from the heads of the company departments, from the Financial Reporting Officer and from Deloitte&Touche S.p.A. ( DT ), the firm engaged for the legal auditing of the accounts;
in accordance with Article 149, paragraph 1c-bis) of the TUF, it oversaw the methods used to implement the Code of Corporate Governance for listed companies published in 2020 by the Corporate Governance Committee, which the company adopted;
checked that the criteria and verification procedures used by the Board to assess the independence requirements for directors have been properly applied;
carried out a self-assessment of the requirements for the exercise of the role of Statutory Auditor;
checked that the Board of Directors policy on related-party transactions conformed to the principles of Consob resolution No. 17221 of 12 March 2010 as amended, and oversaw compliance with the policy;
met with the Supervisory Body set up in accordance with Legislative Decree 231/2001, for the purposes of exchanging information;
held meetings and exchanged information with the supervisory bodies of the main subsidiaries;
