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32 • GOVERNANCE AND MANAGEMENT
PANDORA ANNUAL REPORT 2016
optimal capital structure, transparent bookkeeping and
practices, and responsible asset 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 faced by PANDORA.
The Board and the Executive Management together develop
the Company’s overall strategies and oversee that the
competencies and resources are in place to maximise the
likelihood of PANDORA achieving its objectives.
Furthermore, the Board oversees the financial
development of PANDORA and the related planning and
reporting systems.
BOARD ACTIVITIES IN 2016
During 2016, the Board held eight ordinary Board meetings.
The total attendance rate was 94%. In 2016, the primary
focus area for the Board was continued growth, geographic
expansion, product diversification (full jewellery brand), IT,
expansion of manufacturing footprint and organisational
development of the Company. The Board has established
an Audit Committee, a Remuneration Committee and a
Nomination Committee. The Board appoints Committee
members and the Committee chairman. The Committees’
terms of reference are disclosed via the Company’s website.
The Audit Committee
The current members of the Audit Committee are Birgitta
Stymne Göransson (Chairman), Anders Boyer-Søgaard,
Andrea Alvey and Michael Hauge Sørensen. The Audit
Committee reviews and assesses PANDORA’s financial
reporting and audit process as well as internal control
systems and evaluates the adequacy of control procedures.
More specifically, the duty of the Audit Committee is to
supervise the following areas:
• financial reporting process
• internal control and risk management systems
• independent audit
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 intends to exercise good corporate governance
at all times and to assess our practices according to the
corporate governance recommendations of the Danish
Committee on Corporate Governance. As a publicly listed
company, PANDORA is subject to the disclosure requirements
laid down by Nasdaq Copenhagen, which has included the
recommendations in its ‘Rule Book for Issuers of Shares’.
The Danish corporate governance recommendations were
updated in May 2013 with minor revisions in 2014, which do
not impact PANDORA’s reporting. In 2016, PANDORA chose
to deviate partly from Clause 3.4.6 as the Chairman of the
Nomination Committee is not the Chairman of the Board.
At PANDORA, the Nomination Committee elects a
chairman, who must be either the Chairman or one of the
Deputy Chairmen of the Board. The Chairmanship is handled
in cooperation between the Chairman of the Board and the
Deputy Chairmen and thus, in practice, the Deputy Chairman
represents the Chairman in the Nomination Committee.
BOARD OF DIRECTORS AND
EXECUTIVE MANAGEMENT
Powers are distributed between the Board of Directors
and the Executive Management and independence exists
between these two bodies as is normal practice in Denmark.
The Board of Directors is elected at the Annual General
Meeting and all Board members are up for election every
year. The Executive Management is appointed by the Board.
The Executive Management handles day-to-day management,
while the Board supervises the work of the Executive
Management and is responsible for the general strategic
direction. The primary tasks for the Board are to ensure that
PANDORA has a strong management team, an adequate
organisational structure, efficient business processes, an
CORPORATE GOVERNANCE