Corporate governance

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.

Pandora has disclosed its Corporate Governance Statement for 2023, cf. Section 107b of the Danish Financial Statements Act, see the archive here.

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 December 2020.

Leadership structure

The corporate authority is divided between the Board of Directors (the Board) and Executive Management. The Board outlines the overall vision, strategy and objectives of Pandora’s business activities and supervises the performance of Executive Management. In addition, the Board is responsible for embedding sustainability in Pandora’s purpose, strategy and objectives. This includes
reviewing sustainability performance and reporting, as well as monitoring and overseeing progress related to our sustainability strategy.

The Board has established Audit, Remuneration and Nomination Committees, and members and chairs of these committees are appointed from within the Board. The committees’ terms of reference are available under Governance documents. 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. In addition, Pandora has an Executive Leadership Team. The team members are responsible for the day-to-day operations of their respective business areas, including sustainability and serve as a part of Pandora’s overall leadership.

Board activities in 2023

The Board held nine meetings in 2023. Its primary focus was to navigate Pandora carefully through uncertain macro-economic and socio-political environments and to review and approve the next chapter of the Phoenix strategy, which was announced at Pandora’s Capital Markets Day in October 2023. Furthermore, the Board has overseen the integration of sustainability into relevant processes in Pandora, ensuring alignment with our strategic priorities.

Board evaluation

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

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

An external assessment of the Board’s skills and effectiveness is conducted every three years to ensure objectivity and benchmarking. In 2023, an external Board effectiveness review was conducted across seven areas: purpose and strategy, Board agenda and meetings (including committees), talent and culture, Board composition, Board members’ contributions, Chair's effectiveness, and reporting/risk management. An external organisation was chosen to carry out this assessment using digital surveys, director interviews and presentations of results. The results of the external
board effectiveness review held in 2023 identified that the Board continues to be well-established and well functioning, utilising strengths in diversity, transparency and a distinct performance culture. The Board continues to increase its strong dynamics, openness and effectiveness in collaboration with the committees and Executive Management.