Committees

The Board has established Audit, Remuneration and Nomination committees and appoints members and Chairs to these committees from within the Board. Today the Board consists of seven Board members.

Board Composition

	Audit	Nomination	Remuneration
Peter A. Ruzicka		**	*
Christian Frigast		**	**
Lilian Fossum Biner	*
Birgitta Stymne Göransson	**	**
Marianne Kirkegaard		*	**
Catherine Spindler
Jan Zijderveld	**		**

* = Chair **= Member

The Audit Committee

The Audit Committee currently has four members, all of whom have been appointed for a one-year term. The Audit Committee’s responsibilities include assisting the Board in monitoring the effectiveness of the internal control and risk management systems, as well as reviewing Pandora’s financial and sustainability reporting and audit/assurance processes. The Audit Committee conducts its work in accordance with its Terms of Reference.

In 2023, 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 and sustainability reporting process;
monitor the effectiveness of Pandora’s internal control and risk management systems, including internal audit;
monitor the external auditors and their independence;
review Pandora’s whistleblowing reporting system and whistleblowing cases;
review Pandora’s treasuty 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’ responsibilities, 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, each appointed for a one-year term. The Remuneration Committee assists the Board in ensuring Pandora’s remuneration policies strike a balance that aligns with the interests of Pandora’s shareholders while providing rewarding and motivating remuneration for Executive Management and senior employees. In 2023, the Remuneration Committee met six times.

Detailed information on the Committee’s key activities can be found in the Remuneration Report.

The Nomination Committee

The Nomination Committee currently has four members, appointed for a one-year term. 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, and nomination of candidates to the Board and Executive Management. Further, the committee monitors talent and succession policy and ensures compliance when making Board, Executive Management and Executive Leadership Team appointments. Finally, it deals with succession planning for Executive Management positions and reviews as well as monitors diversity policy to ensure compliance.

In 2023, 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;

review cultural enablers that have driven colleague engagement, including Pandora's Employee Value Proposition and leadership development;

assess performance of Executive Management and the cooperation between the Board and Executive Management;

review succession planning for Executive Management roles.

Sustainability integration and governance

Sustainability is deeply engrained in Pandora’s strategic direction and how we conduct our business and is governed at the highest level by the Board. The responsibility for the execution of the sustainability strategy is delegated to Pandora’s Sustainability Board. The Sustainability Board holds the responsibility for formulating the strategy and integrating sustainability into business decisions within their respective functions. It reports to the Executive Leadership Team and is chaired by Pandora’s Chief HR Officer and consists of 11 senior leaders, including five from the Executive Leadership Team.