Competence of the Board

Pandora has established a corporate governance framework that emphasises accountability and transparency, thereby promoting responsible business practices and laying a solid foundation for sustained long-term value creation.

The shareholders exercise their rights at the Annual General Meeting, which is the supreme governing body of the company. During the Annual General Meeting, among other duties, the shareholders elect the members of the Board, approve the Annual Report and adopt any proposed changes to the company’s Articles of Association.

Pandora has a two-tier management structure composed of the Board and Executive Management. The Board outlines the overall vision, strategy and objectives of Pandora’s business activities, supervises the performance of Executive Management and is responsible for overseeing the execution of Pandora’s sustainability strategy, performance and targets. In addition, the Board is responsible for adopting the sustainability-related policies. This includes reviewing sustainability reporting and overseeing performance related to Pandora’s strategic sustainability priorities and targets. Members of Executive Management are appointed by the Board. Executive Management is responsible for the day-to-day management and for the execution of Pandora’s strategy.

Furthermore, Pandora has an Executive Leadership Team (the ELT), comprised of one woman and seven men, representing seven different nationalities. The team members are responsible for the day-to-day operations of their respective business areas and serve as a part of Pandora’s overall leadership. Selected ELT members are also part of Pandora’s Sustainability Board. (ESRS 2 GOV-1)

To support the Board in its duties, the Audit, Nomination and Remuneration Committees have been established. Each committee is responsible for carrying out various preparatory tasks within the Board’s key areas of responsibility. The Remuneration Committee is responsible for incentive schemes and remuneration, including those related to sustainability. (ESRS 2 GOV-3) The committees’ terms of reference are available at our website: Governance documents

Board evaluation

Each year, the Board conducts a board review focusing on its effectiveness and skills. The ideal mix of skills and experience required of Board members includes:

Board experience
Executive management
Sectoral experience
Marketing and brand
Retail
Digitalisation
Sustainability
Finance
Governance

An external assessment of the Board’s skills and effectiveness is conducted every three years to ensure objectivity and benchmarking. In 2024, the board effectiveness review was conducted with the support of an external provider to ensure objectivity and benchmarking. The results identified that the Board continues to be well-established and well-functioning, supported by a strong belief in the strategy and effectiveness in collaboration with the committees and Executive Management. (ESRS 2 GOV-1)

Board activities in 2024

The Board held nine meetings in 2024. Its primary focus was to navigate Pandora carefully through uncertain macro-economic circumstances, including the implications from increased commodity prices and complex socio-political environments. Additionally, the Board ensured Pandora remains aligned with the next phase of the Phoenix strategy, announced during Pandora’s Capital Markets Day in October 2023, which focuses on transforming the company into a full jewellery brand. Furthermore, the Board has overseen the integration of sustainability into relevant processes in Pandora, ensuring alignment with our strategic priorities and the sustainability targets.