Competence of the Board

Pandora’s aim regarding good corporate governance is to ensure transparency and accountability and that the Company meets its obligations to shareholders, customers, consumers, employees, authorities and other key stakeholders to the best of its ability in order to maximise long-term value creation.

Pandora has disclosed its Corporate Governance Statement for 2018, cf. Section 107b of the Danish Financial Statements Act at https://investor.Pandoragroup.com/governance-statement

Pandora strives to exercise good corporate governance at all times and Pandora assesses its practices against the Corporate Governance Recommendations of the Danish Committee on Corporate Governance. As a publicly listed company, Pandora is subject to the disclosure requirements in applicable legislation and the regulations of Nasdaq Copenhagen.

The Board of Directors remains committed to, and complies with, all the Danish Corporate Governance Recommendations as adopted in November 2017.

Board and executive management

Corporate authority is divided between the Board of Directors and Executive Management. These two bodies exist independently of each other as is normal practice in Denmark. The Board is elected at the Annual General Meeting and all Board members are up for election every year. The Executive Management team is appointed by the Board. Executive Management is responsible for day-to-day management; the Board supervises the Executive Management’s work and is responsible for Pandora’s general and strategic direction. The Board’s primary tasks are to ensure that Pandora has a strong management team, optimal organisational and capital structures, efficient business processes, transparent bookkeeping and practices, and responsible asset management. Additionally, the Board oversees Pandora’s financial development, related planning and reporting systems as well as internal controls and risk management.

The composition of the Board must be such that, at any time, the consolidated competencies of the Board enable it to supervise Pandora’s development and diligently address the specific opportunities and challenges Pandora faces. Together, the Board and Executive Management develop the overall strategy and ensure that the competencies and resources are in place to enable Pandora to achieve its objectives.
 
Board activities in 2018
In 2018, the Board of Directors held 13 Board meetings and its primary focus area was to plan and launch Programme NOW to accelerate strategic transformation, changing the Executive Management and searching for new Board members. In addition, the Board focused on digitalised and conventional brand marketing, product innovation, amplification of full product offerings and leveraging Pandora’s manufacturing capabilities to secure continued growth.

The Board has an Audit Committee, a Remuneration Committee and a Nomination Committee – and it appoints members and chairs to these committees. The committees’ terms of reference are disclosed on the company’s website.

Board self-evaluation
The Board conducts an annual self-assessment to constantly improve its performance and its cooperation with the Executive Management. The chairman of the Nomination Committee directs the assessment process, and from 2019 the assessment will be facilitated by external consultants every third year. In 2018, the assessment was carried out by the Board by having each Board member complete a written anonymous questionnaire.

The assessment covered topics such as Board composition, nomination process, competencies and overboarding. The assessment also included topics such as the Board’s involvement in risk and financial management, control and strategy, and committee work and personal contributions.
 
Ratings and comments are consolidated and shared with the Board and Executive Management, followed by a Board discussion where improvements are discussed. The chairman also holds one-to-one conversations with each Board member.

The self-assessment conducted in 2018 identified that the Board continues to demonstrate wide experience, broad industry knowledge and backgrounds well suited to Pandora’s business and strategy. The Board structure and committee work are effective and well-functioning, including interactions with the Executive Management. The assessment indicated that further competencies within retail and eCommerce would be beneficial in order to continually meet the rapidly-changing consumer landscape and diving deeper into brand execution, digitisation and operational matters. As a result of this, two new Board members have now been proposed.