Committees

Board Composition

* = Chair    **= Member

The Audit Committee

The Audit Committee currently has three members, each 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, as well as reviewing Pandora’s financial and sustainability reporting and audit/assurance processes. The Audit Committee conducts its work in accordance with its Terms of Reference. In 2024, the Audit Committee met five 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 and sustainability reporting process;
• Monitor the effectiveness of Pandora’s internal control and risk management systems, including internal audit;
• Monitor the external auditors and their independence;
• Monitor the effectiveness of the sustainability data process;
• Overseeing the CSRD implementation and preparing for future ESG reporting requirements;
• Overseeing the ERP implementation;
• Review Pandora’s whistleblowing reporting system and whistleblowing cases;
• Review Pandora’s treasury policy;
• Review Pandora’s tax policy.

Independent auditor 

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

The Remuneration Committee

The Remuneration Committee currently has four members, each appointed for a one-year term. The Remuneration Committee assists the Board in ensuring Pandora’s remuneration policies strike a balance that aligns with the interests of Pandora’s shareholders while providing rewarding and motivating remuneration for Executive Management and senior employees. In 2024, the Remuneration Committee met four times.

Detailed information on the Committee’s key activities can be found in the Remuneration Report.

The Nomination Committee

The Nomination Committee currently has four members, each 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 2024, the Nomination Committee met four 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;
• assess the cooperation between the Board and Executive Management;
• review succession planning for Executive Management roles.

Sustainability integration and governance

Sustainability is deeply integrated in our strategic direction and how we conduct business. It is governed at the highest level by the Board, which approves Pandora’s climate transition plan. Responsibility for the execution of the strategic sustainability priorities is delegated to Pandora’s Sustainability Board. The Sustainability Board is responsible for the strategic priorities and integrating sustainability into business decisions and processes within their respective functions. Reporting to the ELT, and in some matters directly to the Board, the Sustainability Board is chaired by Pandora’s Chief HR Officer and consists of nine senior leaders, including ELT members.

Two subject-specific committees (the Responsible Sourcing Committee and the Responsible Marketing Committee) and two task forces (Low Carbon & Nature Task Force and Corporate Sustainability Reporting Directive (CSRD) Task Force) oversee key sustainability areas on responsible sourcing, responsible marketing, our work on environmental impacts, CSRD implementation and compliance within the company. They convene regularly and report to the Sustainability Board. In 2024, we updated our double materiality assessment, as part of the requirements of the CSRD. The double materiality results were approved by Pandora’s Sustainability Board, with the Board providing oversight to ensure alignment with strategic goals.