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