Committees

	Audit	Nomination	Remuneration
Peter A. Ruzicka		**	*
Christian Frigast		*	**
Andrea Alvey	**		**
Birgitta Stymne Göransson	*
Isabelle Parize	**
Marianne Kirkegaard		**
Ronica Wang			**
Catherine Spindler

 

The Audit Committee
The Audit Committee reviews and assesses Pandora’s financial reporting and audit processes and internal control systems, and evaluates the adequacy of control procedures. More specifically, the Audit Committee supervises the following areas:

• the financial reporting process
• internal controls and risk management systems
• the independent audit

In 2019, the Audit Committee met seven times. Its main activities were:

• meetings with Executive Management and independent auditors to review the audited Annual Report
• meetings with Executive Management to review interim financial reports
• reviewing key accounting principles, significant accounting estimates, key financial risks and compliance with tax regulations
• monitoring the adequacy and effectiveness of Pandora’s internal controls and risk management systems
• reviewing the company’s whistleblowing reporting system and whistleblowing cases

The Remuneration Committee
The main duties of the Remuneration Committee are:

• preparing recommendations to the Board on the pay and remuneration policy applicable to the Board and Executive Management with respect to fixed and variable pay components
• submitting proposals to the Board for the remuneration packages of individual Board members and Executive Management
• verifying that the information on remuneration in the Annual Report and Remuneration Report is true, accurate and adequate
  
  

The Remuneration Committee met five times in 2019. Its main activities were:

• proposal for new remuneration policy
• directions for future remuneration reports
• approval of incentive payments for 2018
• design and approval of Pandora’s Long and Short-Term Incentive Programmes for 2019 and 2020
• benchmarking Board fees and executive pay

The Nomination Committee

The Nomination Committee assists the Board in fulfilling its responsibilities with regards to:

• continuous evaluation of the qualifications and competencies required of members of the Board and Executive Management
• nomination of candidates for the Board and Executive Management
• self-assessment of the Board
• assessment of the performance of Executive Management and the cooperation between the Board and Executive Management
• succession planning for top executive positions

In 2019, the Nomination Committee met three times and had multiple ad-hoc exchanges relating to the search for and recruitment of Alexander Lacik as new CEO and search for and recruitment of Peter A. Ruzicka as new Chair. Furthermore, its main activities focused on the annual self-assessment, including an assessment of the cooperation between the Board and Executive Management and assessment of the performance of each member of the Board and potential overboarding.