Committees

Board Composition

	Audit	Nomination	Remuneration
Peter A. Ruzicka		**	*
Christian Frigast		*	**
Heine Dalsgaard	*
Birgitta Stymne Göransson	**	**
Marianne Kirkegaard		**
Catherine Spindler	**
Jan Zijderveld	**		**

* = Chair    **= Member

 

The Audit Committee

The Audit Committee currently has three members appointed for a term of one year at a time. The Audit Committee's responsibilities include assistsing 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 2021, 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 following the recommendation of the Audit Committee.

The Remuneration Committee

The Remuneration Committee currently has three members appointed for a term of one year at a time. 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 2021, the Remuneration Committee met six times. Its main activities are described in the Remuneration Report available at our Investor website under Remuneration Reports.

The Nomination Committee

The Nomination Committee currently has four members appointed for a term of one year at a time. 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;
• nomination of candidates to the Board and Executive Management;
• monitoring talent and succession policy and ensuring compliance when making Board, Executive Management and Executive Leadership Team appointments;
• succession planning for Executive Management positions;
• reviewing and monitoring diversity policy to ensure compliance.
  

In 2021, 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; 
• nominate candidates to the Board; 
• assess performance of Executive Management and the cooperation between the Board and Executive Management.