69 bOaRD OF DIREcTORS REPORT68 MONCLER GROUP 2022bOaRD OF DIREcTORS REPORT

The corporate governance system adopted by Moncler S.p.a. (the company , Moncler , or Parent company ) plays a central role in the clear and responsible conduct of the Moncler group s (the Group ) operations, significantly contributing to the creation of sus- tainable value in the medium to long-term for both shareholders and all stakeholders, in compliance with the best principles of social re- sponsibility applicable in all countries where the company operates.

Moncler has adopted a traditional model of governance comply- ing with the legislations, regulations and guidelines of the corpo- rate Governance code for Italian Listed companies approved by the corporate Governance committee of borsa Italiana S.p.a., to which Moncler adheres. It is based on four pillars: 1 the pivotal role of administrative and control bodies; 2 the effectiveness and transparency of managerial decisions; 3 the careful and diligent monitoring of related-party transac-

tions and handling of privileged information; 4 the set of values defined, recognised, shared, and estab-

lished in both the code of Ethics and company policies.

Moncler implements a traditional administration and control system as per articles 2380-bis et seq. of the Italian civil code, within which the board of Directors is entrusted with business management and the board of Statutory auditors with control and supervisory func- tions. This governance system of Moncler ensures continuous dia- logue between management and shareholders as follows:

the Shareholders Meeting, is an entirely deliberative body whose competences are, by law, limited to the most signif- icant decisions in social life. In particular, in ordinary and/or extraordinary sessions, is responsible for resolutions regard- ing, inter alia, (i) the appointment and removal of members of the board of Directors and board of Statutory auditors, as well as their remuneration;(ii) the approval of the financial statements and allocation of profits; (iii) amendments to the bylaws; (iv) the appointment of the independent auditors, up- on motivated proposal of the board of Statutory auditors; (v) incentive plans;

the Board of Directors is the body responsible for guid- ing and managing the company and the Group. In addition to its powers assigned as per the law and bylaws, the board of Directors has exclusive competence over the most im- portant economic and strategic decisions, and over reso- lutions that are instrumental in monitoring and steering the Group s business as well as on sustainability issues. In fact, the board also plays a pivotal role in the approval process of corporate strategies with respect to environmental steward- ship, including climate change, and social issues. Within the board of Directors, three committees have been established: the Nomination and Remuneration committee and the con- trol, Risks, and Sustainability committee, both vested with consulting and advisory functions in line with corporate Gov- ernance code, and the Related Parties committee in compli- ance with the applicable legal and regulatory provisions as well as with the related parties procedure adopted by the company. The company as of the date of this document is currently managed by a board of Directors composed of 12 Directors (serving until the date of the Shareholders Meeting to be convened to approve the financial statements for the year ending 31 December 2024) of which 3 are Executive and 9 are Non-Executive (of which 7 are independent);

the Board of Statutory Auditors oversees, inter alia, (i) the compliance with the law and bylaws, as well as observance of the principles of proper management; (ii) to the extent of its competence, the suitability of the company s organisa- tional structure, internal control system, and administra- tive accounting system, as well as the reliability of the latter in correctly representing management operations; (iii) the methods of concrete implementation of the corporate gover- nance rules envisaged by the codes of conducts to which the company adheres; and (iv) the effectiveness of the internal audit and risk management system, the auditing of accounts, and the autonomy of the external auditor;

The Independent Auditors carry out the statutory auditing of accounts. They are appointed by the Shareholders Meeting

cORPORaTE GOVERNaNcE upon proposal of the board of Statutory auditors. The exter- nal auditor operates independently and autonomously and therefore does not represent either the minority or majority of shareholders. The statutory auditing of accounts for the nine- year period 2022-2030 was entrusted to the auditing firm Deloitte & Touche S.p.a.;

Moreover, besides the Internal Control and Risk Manage- ment System (ICRMS) adopted by Moncler, a supervisory body was established with the task of ensuring the effective- ness and adequacy of Moncler s mechanisms and internal controls, as well as of the organisational and management model pursuant to and for the purposes of Legislative Decree 231/2001 adopted by the company, reporting on its imple- mentation. The supervisory body consists of three members: 2 external (including the President) and 1 internal.

In addition to the supervisory body, the compliance Function (which operates as a Level II control function), the Internal audit Func- tion (which operates as a Level III control function), the Director in charge of the ScIGR, the control, Risks and Sustainability commit- tee and the board of Statutory auditors play an important role with- in the ScIGR among others.

The chairman and chief Executive Officer, Remo Ruffini, is also assisted by a Strategic committee. In particular, the Strategic committee, with a mainly advisory function, supports the chairman and chief Executive Officer, on an ongoing basis in defining and im- plementing strategic guidelines, carrying out liaison and sharing ac- tivities between the main strategic areas of the company and the Group, ensuring uniformity and sharing of Moncler s founding val- ues, namely uniqueness, exclusivity, transversality, quality and inno- vation. The Strategic committee s areas of responsibility include the review of the business Plan and Sustainability Plan and all strategic decisions including but not limited to those related to the develop- ment of the distribution network, marketing plans, investments, en- try into new markets, and environmental and social initiatives.

For further information regarding, among other things, adher- ence to the principles and recommendations of the corporate Gov- ernance code and the corporate governance system adopted by Moncler, please refer to the Report on corporate Governance and Ownership Structure, which can be found on the company s web- site www.monclergroup.com, in the Governance section, prepared pursuant to article 123-bis of the consolidated Law on Finance.

Information relating to related party transactions are provided in Note 10.1 to the consolidated Financial Statements and Note 8.1 to the Separate Financial Statements.

There are no positions or transactions deriving from atypical and/or unusual transactions that could have a significant impact on the re- sults and financial position of the Group and the Parent company.

Moncler owns 4,858,416 company shares at 31 December 2022, equal to 1.8% of the current share capital.

STONE ISLaND KOREa Starting from 1 January 2022, the distribution of the Stone Island brand in the Korean market has been internalised through the es- tablishment of a joint venture with a local partner, in which the Group holds 51%.

GEOPOLITIcaL UPDaTE as a results of the conflict in Ukraine started on 24 February, all the Moncler Group commercial activities in Russia and in Ukraine have been temporarily closed. The Group was present in the two countries with dedicated e-commerce, and for the Moncler brand with two directly operated stores (DOS) and three wholesale mo- no-brand stores (SiS). Moreover, the Group had around 100 multi- brand wholesale doors.

The total exposure to the two countries, including revenues generated by Russian tourists buying outside Russia, was less than

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