Committees

The Board has established Audit, Remuneration and Nomination committees and appoints members and Chairs to these committees from within the Board. Today the Board consists of seven Board members.

Board Composition

	Audit	Nomination	Remuneration
Peter A. Ruzicka		**	*
Christian Frigast		*	**
Lilian Fossum Biner	*
Birgitta Stymne Göransson	**	**
Marianne Kirkegaard		**
Catherine Spindler	**
Jan Zijderveld	**		**

* = Chair **= Member

The Audit Committee

The Audit Committee currently has four members, appointed for a one-year term. The Audit Committee's responsibilities include assisting the Board in monitoring the effectiveness of the internal control and risk management systems and reviewing Pandora’s financial reporting and audit process. The Audit Committee conducts its work according to its Terms of Reference.

In 2022, the Audit Committee met six times. Its main activities were to:

review key accounting principles, significant accounting estimates, key financial risks and compliance with tax regulations;
monitor the external financial reporting process;
monitor the effectiveness of Pandora’s internal control and risk management systems, including internal audit;
monitor the external audit and their independence;
review Pandora’s whistleblower reporting system and whistleblower cases;
review Pandora’s funding strategy;
review Pandora’s tax policy.

Independent auditor

Pandora’s independent auditors are appointed for a term of one year at the Annual General Meeting following a proposal from the Board, which is based on a recommendation from the Audit Committee. The framework for the auditors’ duties, including their remuneration, audit and non-audit services, is agreed annually between the Board and the auditors follow- ing the recommendation of the Audit Committee.

The Remuneration Committee

The Remuneration Committee currently has three members, appointed for a one-year term. The Remuneration Committee assists the Board in ensuring that Pandora’s remuneration policies strike an appropriate balance between the interests of Pandora’s shareholders and a rewarding and motivating remuneration of Executive Management and senior employees.

In 2022, the Remuneration Committee met five times. Its main activities are described in the Remuneration Report available at our website: Remuneration Reports.

The Nomination Committee

The Nomination Committee currently has four members, appointed for a one-year term. The Nomination Committee works according to its Terms of Reference and its main responsibilities are assessment and evaluation of the Board and Executive Management, including performance, skills and experience, and nomination of candidates to the Board and Executive Management. Further, the committee monitors talent and succession policy and ensures compliance when making Board, Executive Management and Executive Leadership Team appointments. Finally, it deals with succession planning for Executive Management positions and reviews as well as monitors diversity policy to ensure compliance.

In 2022, the Nomination Committee met three times and had a few additional ad hoc exchanges relating to the Board’s self-evaluation. Its main activities were to:

prepare and conduct the Board assessment in accordance with the Danish Corporate Governance Recommendations;

review cultural enablers that have driven colleague engagement, including our Employee Value Proposition and Leadership development;

assess performance of Executive Management and the co- operation between the Board and Executive Management; • review succession planning for Executive Management roles.