69 BOARd OF dIReCTORS RePORT68 BOARd OF dIReCTORS RePORT MONCLER GROUP 2023

same currency. The Group has a strategy in place aimed at gradu- ally hedging the risks associated with exchange rate trends, limited to transaction risks, and has adopted a strict policy on currency risk that sets the minimum hedging limit per currency at the begin- ning of each sales campaign at 75%, and the minimum hedging lim- it per currency at the end of the sales campaign at 90%.

However, due in part to «translation» risk deriving from the conversion into euro of the financial statements of foreign compa- nies expressed in local currency significant changes in exchange rates may entail changes (positive or negative) in the Group s re- sults and financial position.

For further information, see the specific section of the notes to the Financial Statements 9.1.

RISKS ASSOCIATED WITH INTEREST RATE PERFORMANCE The Group does not avail itself of significant lines of credit as it is fully able to finance its own operations. In addition, the Group has the op- tion of using loans from third parties, specifically banks. If it chose to use such loans, it would be subject to the risk of interest rate chang- es. In order to hedge part of the risk relating to an increase in rates, the Group may carry out hedging activities. However, any significant fluctuations in interest rates could lead to an increase in financial ex- penses, with negative consequences for the Group s results.

For further information, see the specific section of the notes to Financial Statements 9.1.

CREDIT RISKS The Moncler Group operates in accordance with credit monitoring policies aimed at reducing the risks arising from the insolvency of its wholesale customers. These policies are based on preliminary analysis of the reliability of customers and on guaranteed forms of insurance cover and/or payment methods. In addition, the Group does not have significant credit concentrations.

However, the emergence of significant delinquency by certain customers could still result in losses on receivables, with negative consequences for the Group s results. The Moncler Group monitors and manages its exposure to wholesale customers with significant positions with particular care, including by applying for and obtain- ing bank guarantees and cash deposits in advance of shipments.

For further information, see the specific section of the notes to the Financial Statements 9.2.

LIQUIDITY RISKS The Group implements financial planning activities aimed at reduc- ing liquidity risk, including in view of the seasonal nature of the busi- ness, particularly for the Moncler brand. Based on evolving financial needs, where necessary, lines of credit are planned with the bank- ing system to meet these needs, according to a corresponding dis- tinction between short-term and long-term lines of credit.

In addition, to face the risk of loss of available capital, the Group follows strict rules to spread its deposits and cash and cash equivalents in a balanced manner over an adequate number of high- ly rated banks, while avoiding concentration and using only risk-free financial products.

For further information, see the specific section of the notes to the Financial Statements 9.3.

RISKS ASSOCIATed WITH TeCHnOLOGICAL InnOVATIOn The Moncler Group pays particular attention to the technological innovation of its processes and collections, as well as to the con- stant improvement of its customers experience. In this context, inadequate technological innovation could result in the loss of a competitive advantage over other companies operating in the sec- tor. Conversely, the introduction of new technologies, such as the adoption of artificial intelligence tools, could generate some new risks that the Group will have to adequately identify and manage.

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 sustainable value in the medium to long-term for both sharehold- ers and all stakeholders.

CORPORATE GOVERNANCE

Such system is constructed in accordance with the recommenda- tions of the for listed companies approved by the Corporate Gov- ernance Committee of Borsa Italiana (the Corporate Governance Code ), to which Moncler adheres, with the statutory and regulato- ry provisions governing Italian listed companies, and with national and international best practices and it is based on four pillars: 1 the pivotal role of administrative and control bodies; 2 the transparency of managerial decisions; 3 the careful and diligent monitoring of related-party transac-

tions and handling of privileged information; 4 compliance with the values defined in the Code of ethics and

company policies along with the effectiveness and efficien- cy of the internal control and risk management system (the ICRS ).

Moncler has adopted the traditional Italian system of managing and control, consisting of two corporate bodies appointed by the Shareholders Meeting (which expresses through its resolutions the will of the Shareholders): a Board of directors (currently composed of 12 members, 3 of whom are executive and 9 non-executives of whom 7 are independent) to whom broad powers are devolved un- der the Articles of Association and a Board of Statutory Auditors, with the function of supervising, among other things, the manage- ment and compliance with the law and the Articles of Association.

The statutory audit is carried out by deloitte & Touche S.p.A., a registered auditing firm to which: the Ordinary Shareholders Meeting, held on 22 April 2021, entrusted the relevant activity for the nine-year period 2022-2030, following a selection process co- ordinated by the Board of Statutory Auditors.

The Board has established three Board Committees with pro- posing, advisory, and investigative functions, namely the Control, Risks and Sustainability Committee, the nomination and Remuner- ation Committee and the Related Party Transactions Committee.

The Chairman and Chief executive Officer, Remo Ruffi- ni, is assisted by a Strategic Committee, having primarily an advi- sory function, which on an ongoing basis supports the Chairman and Chief executive Officer in defining and implementing strate- gic decisions. Its areas of responsibility include the review of the Business Plan and Sustainability Plan and all strategic decisions in- cluding, but not limited to, those related to the development of the distribution network, marketing plans, investments, entry into new markets, and environmental and social initiatives.

Within the ICRMS a Supervisory Body was established (com- posed of 3 members, 2 of whom are external including the Chairman) with the task of ensuring the effectiveness and adequacy of Mon- cler s mechanisms and internal controls, as well as of the organisa- tional and management model pursuant to the Legislative decree 231/2001 adopted by the Company, reporting on its implementation.

In addition to the Supervisory Body, the Compliance Func- tion (which operates as a Level II control function), the Internal Audit Function (which operates as a Level III control function), the direc- tor in charge of the ICRMS, the Control, Risks and Sustainability Committee and the Board of Statutory Auditors play an important role within the ICRMS among others.

For further information regarding, among other things, the corporate governance system adopted by Moncler and the ad- herence to the principles and recommendations of the Corporate Governance Code, please refer to the Report on Corporate Gover- nance and Ownership Structure prepared pursuant to Art. 123-bis of the Consolidated Law on Finance, available on the Company s website www.monclergroup.com, Governance / documents and procedures Section.

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.

RELATED-PARTY TRANSACTIONS

ATYPICAL AND/OR UNUSUAL TRANSACTIONS