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Moncler Group | Annual Report 2024 Board of Directors’ Report 102 Moncler Group | Annual Report 2024 Board of Directors’ Report 103

Related Parties Committee

The Related Parties Committee was appointed by the Board at

its meeting on 21 April 2022 and will remain in of f ice until

the approval of the 2024 f inancial statements. The Committee is

composed of the following Directors who possess the necessary

expertise and professional experience to fulf ill the Committee’s

duties: Alessandra Gritti (as Chairman), Diva Moriani and Guido

Pianaroli. The main task of the Related Parties Committee

is to express opinions on related-party transactions submitted

to its review in accordance with the terms and provisions set

forth in the regulation issued by Consob with Resolution n. 17221

of 12 March 2010 regarding related party transactions (the RPT

Regulation) and the relevant procedure adopted by the Company

(the RPT Procedure)6.

Board of Statutory Auditors

Composition

The current Board of Statutory Auditors7 was appointed by

the Shareholders’ Meeting of 18 April 2023 and will remain

in of f ice until the date of approval of the f inancial statements

for the 2025 f iscal year. The Board is composed as follows:

Among the Standing Auditors, the female component is equal

to 67% of the total (two women compared with one man,

representing a ratio of 200%) and the average age is 63.

The members in of f ice exhibit characteristics that ensure

an adequate level of diversity, including in terms of educational

and professional background with all the Statutory Auditors

having gained experience in the f ield of tax and corporate

consultancy The members of the Board of Statutory Auditors

participate as well in induction sessions organised by the Group

also dedicated to sustainability matters

The Diversity Policy described above was applied with regard

to the renewal of the Board of Statutory Auditors.

Role

The Board of Statutory Auditors is responsible for overseeing

compliance with the provisions of current laws and regulations,

monitoring compliance with the law and the Bylaws, as well as

compliance with the principles of proper management.

In particular, the Board of Statutory Auditors verif ies the adequacy

and functioning of the organisational, administrative and

accounting structures adopted by the Company, as well as the

correct implementation of the corporate governance rules

established by the applicable regulations.

As part of these duties, the Board of Statutory Auditors

supervises compliance with the provisions of Decree 125;

the Board of Statutory Auditors is therefore responsible for

overseeing the adequacy of all procedures, processes and

structures related to the preparation of the Sustainability

Statement, and for verifying compliance with the applicable

regulations. The Board of Statutory Auditors also acts as the

Internal Control and Audit Committee pursuant to Article

19 of Legislative Decree n. 39/2010 and, therefore, is required

to carry out the tasks provided for therein (including the

obligation to monitor the Sustainability Statement process).

Supervisory Body

The Supervisory Body is composed of Carlo Alberto Marchi,

as Chairman and external member, Lorenzo Mauro Banf i,

external member, and the Head of the Internal Audit Department,

Riccardo Greghi, as an internal member. The Supervisory Body

has the task of supervising the ef fectiveness and adequacy of

Moncler’s internal control system as well as the organisational,

management and control model adopted by the Company

(Model 231) pursuant to Legislative Decree n. 231/2001 (Decree

231). For full compliance with Decree 231, the Supervisory Body

reports to the Board of Directors and is not linked to the

operational structures hierarchically so as to ensure its

full autonomy and independence in the performance of

its functions

Auditing f irm

The statutory audit is carried out by Deloitte Touche SpA

Deloitte an auditing f irm registered in the relevant of f icial

register to which the Ordinary Shareholders Meeting held

on 22 April 2021 assigned the auditing mandate for the nineyear

period 20222030 following a selection process coordinated

by the Board of Statutory Auditors

Additionally Deloitte has been entrusted with the assurance

engagement for the Sustainability Report

6

The RPT Regulation and RPT Procedure

are available on the Moncler website

at

wwwmonclergroupcom

in the GovernanceDocuments

and Procedures section

7

For information on the curricula vitae of

the Statutory Auditors please refer to the

prof iles on the Moncler website at www

monclergroupcom in the Governance

Board of Statutory

Auditors section

as well as to the Report on Corporate

Governance and Ownership

Structures

in the GovernanceDocuments

and Procedures section

MEMBER POSITION

Riccardo Losi Chairman of the Board

of Statutory Auditors

Carolyn Dittmeier Standing Auditor

Nadia Fontana Standing Auditor

Lorenzo Mauro Banf i Alternate Auditor

Federica Albizzati Alternate Auditor

• the periodic review, at least once a year, of the adequacy

and ef fectiveness of the ICRMS with respect to the

characteristics of the Company and the risk prof ile assumed,

as well as its overall ef fectiveness.

Regarding sustainability matters, the Control, Risks

and Sustainability Committee, among other things, assists

the Board of Directors:

• on an annual basis, reviews the Sustainability Plan,

the Sustainability Statement and the results of the double

materiality analysis in line with the requirements

of the European Sustainability Reporting Standards (ESRS);

see also pages 113–117; 124–128;

• reports to the Board of Directors at least every six months

on the progress of projects that contribute to achieving the

objectives of the Sustainability Plan;

• supports, with adequate oversight activity, the assessments

and decisions of the Board of Directors relating to

the management of risks deriving from prejudicial events

of which the Board of Directors has become aware of.

As part of its activities, the Control, Risks and Sustainability

Committee, at least every six months, requests updates from

the Sustainability Unit on sustainability topics and the related

actions taken, including the evaluation and management impacts,

risks and opportunities related to environmental, social

and

governance (ESG) matters.

The Sustainability Unit is responsible for proposing

the Group’s sustainability strategy and identifying, promptly

reporting to top management, managing and monitoring,

in collaboration with the relevant departments, the impacts,

risks and opportunities related to sustainability matters.

In particular, the Unit:

• in order to def ine a sustainability strategy, identif ies areas

for improvement and related projects thanks to the

collaboration with the heads of the relevant department,

on this basis formulates a draft for the Sustainability

Plan planning phase

submits the Sustainability Plan to the Strategic Committee

of Moncler and Stone Island two internal committees

within the Group composed of Executive Directors strategic

managers and other function managers who analyse its

content and feasibility In the f inal stage the Plan is assessed

by the Control Risks and Sustainability Committee

which verif ies its consistency with the Groups strategy and

expresses its opinion to the Board of Directors which is

responsible for f inal approval

identif ies the of f icers responsible for achieving the objectives

set out in the Sustainability Plan who have the resources

instruments and knowhow necessary for its implementation

(management phase). The achievement of these objectives

is linked to the Management By Objectives (MBO)

system as well as to medium/long-term incentive plans.

See also pages 104; 154; 243–244;

•to ensure the commitments made are upheld, requests

an account of the progress of the projects to the various

departments and, in turn, informs the Control, Risks

and Sustainability Committee every six months (control phase);

•provides annual updates on the Sustainability Plan, in order

to report on the state of implementation of the projects

and to set new targets where necessary, with the awareness

that sustainability is not a destination, but a process

of continuous improvement;

•draws up the Sustainability Statement and spreads the culture

of sustainability within the Group;

•promotes dialogue with stakeholders and, in particular

together with the Corporate Af fairs & Compliance

and Investor Relations departments, with institutional

investors and responds to requests for information

from sustainability rating agencies and Socially Responsible

Investors (SRI).

In order to increasingly integrate sustainability into the business,

within each company department the so-called Ambassadors

were then identif ied, with the responsibility of raising awareness

of social and environmental issues in the departments in which

they operate and promoting sustainability initiatives consistent

with the Group’s goals, and the Sustainability data owners,

who are instead responsible, each within their own area, for

the data and information published in the Sustainability

Statement, as well as for achieving the objectives contained

in the Sustainability Plan for the relevant topics.

Nomination and Remuneration Committee

The Company has a single Nomination and Remuneration

Committee, in accordance with the provisions of Articles 4 and 5

of the Corporate Governance Code

The Committee was appointed by the Board of Directors at

its meeting on 21 April 2022 and will remain in charge until

the approval of the 2024 f inancial statements The Nomination

and Remuneration Committee is composed of the following

Directors who have the necessary expertise and professional

experience to fulf ill the Committees duties Diva Moriani

as Chairman Alessandra Gritti and Marco De Benedetti

The composition meetings objectives duties and activities

of the Committee are fully aligned with the recommendations

of the Corporate Governance Code

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