|Peter A. Ruzicka||**||*
|Birgitta Stymne Göransson||**
| Heine Dalsgaard
| Marianne Kirkegaard
* = Chair **= Member
The Audit Committee
In 2020, the members of the Audit Committee were Birgitta Stymne Göransson (Chair), Andrea Dawn Alvey and Isabelle Parize. The Audit Committee reviews and assesses Pandora’s financial reporting and audit processes and internal control systems, and evaluates the adequacy of control procedures. The main responsibilities of the Audit Committee are:
- the financial reporting process;
- internal controls and risk management systems;
- the independent audit.
In 2020, the Audit Committee met eight times. Its main activities were to:
- meet with the CFO and independent auditors to review the audited Annual Report 2019;
- meet with Executive Management to review interim financial reports;
- review key accounting principles, significant accounting estimates, key financial risks and compliance with tax regulations;
- monitor the adequacy and effectiveness of Pandora’s internal controls and risk management systems;
- review Pandora’s whistleblower reporting system and whistleblower cases;
- prepare a recommendation for the appointment of independent auditors, including evaluation of independence, competencies and compensation as well as conducting an audit tender;
- review updates to the financial reporting structure.
The Remuneration Committee
In 2020, the members of the Remuneration Committee were Peter A. Ruzicka (Chair), Christian Frigast, Ronica Wang and Andrea Dawn Alvey. The main responsibilities of the Remuneration Committee are to:
- prepare recommendations to the Board on the pay and remuneration policy applicable to the Board and Executive Management;
- submit proposals to the Board for the remuneration packages of individual Board members and Executive Management;
- monitor the overall operation of Pandora’s Short-Term and Long-Term Incentive Plans;
- verify that the information on remuneration in the Annual Report and Annual Remuneration Report is true, accurate and adequate.
The Remuneration Committee met seven times in 2020. Its main activities were to:
- prepare the Remuneration Report 2019 and the Remuneration Policy to apply from the Annual General Meeting 2020;
- review performance and recommend pay-out and vesting levels under the Short-Term and Long-Term Incentive Plans for prior years;
- set appropriate metrics, Key Performance Indicators and monitor ongoing achievement under the Short-Term and Long-Term Incentive Plans for 2020;
- benchmark Board fees and Executive Management remuneration in preparation for 2021.
The Nomination Committee
In 2020, the members of the Nomination Committee were Christian Frigast (Chair), Peter A. Ruzicka and Marianne Kirkegaard. The main responsibilities of the Nomination
- 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;
- 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 2020, the Nomination Committee met three times and had a few additional ad-hoc exchanges relating to the Board assessment. Its main activities were to:
- conduct a tender process and selection of the external assistance for the Board assessment;
- prepare and conduct the Board assessment with external assistance in accordance with the Danish Corporate Governance Recommendations;
- nomination of candidates for the Board;
- assessment of the performance of Executive Management and the cooperation between the Board and Executive