Corporate governance

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 2022, 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.

Board activities in 2022

The Board held nine meetings in 2022. Its primary focus was to oversee the executional progress of Pandora’s Phoenix strategy following its announcement at Pandora’s Capital Markets Day on 14 September 2021. Furthermore, the Board spent time on sustainability and compliance matters as well as risk management.

Board Evaluation

Each year, the Board conducts an internal self-evaluation focusing on the effectiveness and skills of the Board. The ideal mix of skills and experience required of Board members includes:

Board experience
Sectoral experience
Sustainability
Marketing and brand
Executive management
Digitalisation
Retail
Finance

An external assessment of the Board’s skills and effectiveness is conducted every three years to ensure objectivity and benchmarking.

In 2022, an internal Board effectiveness self-evaluation was conducted across seven areas: value creation and strategy, Board agenda and meetings (including committees), talent and culture, Board composition, Board members’ contributions, Chair's effectiveness, and reporting/risk management. The conclusions are shared with the Chair, the Board members and Executive Management, followed by a thorough discussion.

The assessment of the last self-evaluation held in 2022 identified that the Board continues to consist of individuals who possess relevant skills and experience, and are engaged and well-prepared. The Board structure and committee work are effective and well-functioning, including interactions with Executive Management.