Competence of the Board

Pandora’s aim regarding good corporate governance is to ensure transparency and accountability and that the Company meets its obligations to shareholders, customers, consumers, employees, authorities and other key stakeholders to the best of its ability in order to maximise long-term value creation.

Pandora has disclosed its Corporate Governance Statement for 2020, cf. Section 107b of the Danish Financial Statements Act here.

Pandora strives to exercise good corporate governance at all times and Pandora assesses its practices against the Corporate Governance Recommendations of the Danish Committee on Corporate Governance. As a publicly listed company, Pandora is subject to the disclosure requirements in applicable legislation and the regulations of Nasdaq Copenhagen.

The Board of Directors remains committed to, and complies with, all the Danish Corporate Governance Recommendations as adopted in November 2017.

Board and executive management

The corporate authority is divided between the Board of Directors (“the Board”) and Executive Management, existing independently of each other. The Board outlines the overall
visions, strategies and objectives of Pandora’s business activities and supervises the performance of Executive Management. The Board’s primary tasks are to ensure that Pandora has a strong management team, optimal organisational and capital structures, efficient business processes, transparent bookkeeping and practices, and responsible asset management. Additionally, the Board oversees Pandora’s financial development, related planning and reporting systems as well as internal controls and risk management.

The composition of the Board must be such that, at any time, the consolidated competencies of the Board enable it to supervise Pandora’s development and diligently address the specific opportunities and challenges Pandora faces. Together, the Board and Executive Management develop the overall strategy and ensure that the competencies and resources are in place to enable Pandora to achieve its objectives.

Board activities in 2020

The Board held 14 Board meetings in 2020. Its primary focus was to handle and steer through the global COVID-19 crisis together with Executive Management, including securing the safety and well-being of Pandora’s employees and customers and protecting the business during the crisis. Furthermore, the Board spent considerable efforts to ensure sufficient financial and liquidity resources to withstand the ramifications of shifting restrictions affecting consumer behaviour and the retail environment. Finally, the Board oversaw the progress of Programme NOW as well as the execution of the strategic reorganisation announced in March 2020.

The Board has an Audit Committee, a Remuneration Committee and a Nomination Committee – and it appoints members and chairs to these committees. The committees’ terms of reference are disclosed on the company’s website.

Board self-assessment

The Board conducts an annual self-assessment to monitor its performance and its cooperation with Executive Management. In 2020, the assessment was conducted in collaboration with an independent third party.

The assessment comprised of a collective survey and interviews with each Board member individually. The topics included Board composition, nomination process, competencies, overboarding and Board culture. The assessment also included topics such as the Board’s involvement in risk and financial management, control and strategy, committee work and personal contributions.
The report and conclusions of the assessment were shared with the Board and Executive Management, followed by a thorough discussion. The assessment identified that the Board continues to consist of individuals who possess relevant competencies and are engaged and well-prepared. The Board structure and committee work are effective and well-functioning, including interactions with Executive Management.