Moncler Group | Annual Report 2024 Board of Directors’ Report 76  | ’

Corporate Governance

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 group headed

by Moncler (the “Group”) operations, signif icantly contributing

to the creation of sustainable value in the medium to long-term

for both shareholders and all stakeholders.

Such system is constructed in accordance with

the recommendations of the for listed companies approved

by the Corporate Governance Committee of Borsa Italiana

(the “Corporate Governance Code"), to which Moncler adheres,

with the statutory and regulatory provisions governing Italian

listed companies, and with national and international best

practices and it is based on four pillars:

•the pivotal role of administrative and control bodies;

•the transparency of managerial decisions;

•

the careful and diligent monitoring of related-party

transactions and handling of privileged information;

•compliance with the values def ined in the Code of Ethics

and company policies along with the ef fectiveness

and ef f iciency 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

(as of the date of this Report, composed of 12 members,

3 of whom are executive and 9 non-executives of whom 7

are independent) to whom broad powers are devolved under

the Articles of Association and a Board of Statutory Auditors,

with the function of supervising, among other things,

the management 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 f irm to which the Ordinary Shareholders'

Meeting, held on 22 April 2021, entrusted the relevant activity

for the nineyear period 20222030 following a selection

process coordinated by the Board of Statutory Auditors

The Board has established three Board Committees with

proposing advisory and investigative functions namely

the Control Risks and Sustainability Committee the Nomination

and Remuneration Committee and the Related Party

Transactions Committee

The Chairman and Chief Executive Of f icer Remo Ruf f ini

is assisted by a Strategic Committee having primarily an advisory

function which on an ongoing basis supports the Chairman

and Chief Executive Of f icer in def ining and implementing

strategic decisions thus ensuring uniformity and sharing

of Monclers founding values Its 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 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

(composed of 3 members, 2 of whom are external including

the Chairman) with the task of ensuring the ef fectiveness and

adequacy of Moncler’s mechanisms and internal controls,

as well as of the organisational 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 Function

(which operates as a Level II control function), the Internal

Audit Function (which operates as a Level III control function),

the Director 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 adherence to the principles and recommendations of

the Corporate Governance Code, please refer to the “Report

on Corporate Governance and Ownership Structure" prepared

pursuant to Art. 123-bis of the Consolidated Law on Finance,

available on the Company's website w w w.monclergroup.com,

“Governance / Documents and procedures” Section, and to Section

Three — Consolidated Sustainability Reporting.

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