Moncler Group | Annual Report 2024 Board of Directors’ Report 100 Moncler Group | Annual Report 2024 Board of Directors’ Report 101
Role
The Board of Directors plays a central role in guiding and
managing the Company and the Group. In addition to the powers
granted by law and the Bylaws, the Board of Directors has
exclusive responsibility for the most important decisions from
an economic and strategic point of view, as well as for those
instrumental in the guidance of the business with regard to
sustainability matters. Within the scope of its powers, the Board,
in line with the provisions of the Corporate Governance Code:
• examines and approves the Group’s Business Plan in which
the strategic objectives and actions to be taken are def ined,
including those related to sustainability matters;
•
periodically monitors the implementation of the Business
Plan and evaluates the general performance, periodically
comparing the results achieved with those planned;
•
def ines the nature and level of risk compatible with
the Company’s strategic objectives, also including
in its assessments the relevant sustainability risks;
•
assesses the adequacy of the organisational, administrative
and accounting structure of the Company and its strategically
important subsidiaries, with particular reference to the
ICRMS, ensuring that risks, including sustainability risks
(e.g. related to climate change, biodiversity and human rights),
are correctly identif ied, measured, managed and monitored.
In addition, the Board of Directors plays a signif icant role
in overseeing social and environmental issues related
to the Group’s business and its interactions with stakeholders.
With the support of the Control, Risks and Sustainability
Committee, the Board examines and approves, inter alia:
• the strategic sustainability guidelines and the related
action plan (Sustainability Plan), which includes short
and medium/long-term objectives related to the material
impacts, risks and opportunities for the Group, including
climate change, the energy transition and the protection
of human rights; the Board of Directors is also informed
at least every six months about the progress of the projects
that contribute to the achievement of the objectives
of the Sustainability Plan
social and environmental policies
the Sustainability Statement prepared in compliance with
thenew Directive 20222464EUCorporate Sustainability
Reporting Directive CSRD and at least annually
the results of the double materiality analysis in line with
the European Sustainability Reporting Standards ESRS
an important process for identifying and assessing
sustainability impacts risks and opportunities see also
pages 124127 128129
• the Remuneration Policy, which provides, among others,
for the integration of sustainability objectives into the
remuneration system
(both short and medium/long-term)
and the consequent alignment of top management remuneration
with the Group’s sustainability strategy; see also page
104
.
Board Committees
The Board of Directors, taking into account the recommendations
set out in the Corporate Governance Code, has established
three internal Board Committees with propositional, consultative
and oversight functions: the Control, Risks and Sustainability
Committee, the Nomination and Remuneration Committee and
the Related Parties Committee.
Control, Risks and Sustainability Committee
Composition
The Control, Risks and Sustainability Committee currently in
of f ice was appointed by the Board of Directors at its meeting
held on 21 April 2022. It will remain in charge until the approval
of the 2024 f inancial statements and is composed of the following
Directors who have the necessary skills and professional
experience to carry out the tasks of the Control, Risks and
Sustainability Committee: Gabriele Galateri di Genola
(as Chairman), Marco De Benedetti and Guido Pianaroli.
Role
The Control, Risks and Sustainability Committee assists
the Board of Directors, with a preparatory, propositional and
consultative role, in the assessments and decisions relating
to the Internal Control and Risk Management System (ICRMS).
The Control, Risks and Sustainability Committee also assists
the Board of Directors in approving the periodic f inancial and
sustainability reports.
In particular, as outlined in its regulations, the Committee
assists the Board of Directors, among others, with:
• the supervision of sustainability matters, with a focus on
impacts risks and opportunities related to the business
activity and the dynamics of interactions with stakeholders
as well as the def inition of sustainability strategy and
the related action plan including topics such as climate
change biodiversity and human rights
the def inition of the guidelines of the ICRMS to ensure that
the main risks relating to Moncler and its subsidiaries
including material sustainability risks in the medium
and long term are properly identif ied and adequately
measured managed and monitored determining the criteria
for compatibility between the risks thus identif ied
and the sound and correct management of the Company
consistent with the strategic objectives identif ied
100%
92%
92%
17%
8
33%
42%
83%
75%
75%
67%67%67%
58%
58%
33%
17%
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AGGREGATE SKILLS
EXPERTISE AGE RANGE