Pandora has disclosed its Corporate Governance Statement for 2021, cf. Section 107b of the Danish Financial Statements Act, see the archive 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
Corporate authority is divided between the Board of Directors and Executive Management. These two bodies exist independently of each other as is normal practice in Denmark. The Board is elected at the Annual General Meeting and all Board members are up for election every year. The Executive Management team is appointed by the Board. Executive Management is responsible for day-to-day management; the Board supervises the Executive Management’s work and is responsible for Pandora’s general and strategic direction. 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.
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 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.