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GOVERNANCE AND MANAGEMENT • 33
• self-evaluation of the Board
• assessment of the performance of the Executive
Management and the cooperation between the Board and
the Executive Management
• succession planning for top executive positions
In 2016, the Nomination Committee met twice and had
an attendance rate of 80%. The main activities were
the annual self-evaluation, development of a Board
composition assessment tool to ensure the competencies
and experiences represented on the Board are aligned
with PANDORA’s strategic objectives, and an in-depth
analysis of the qualifications and competencies required for
members of the Board and the Executive Management.
Board self-evaluation
The Board conducts an annual self-assessment to constantly
improve the performance of the Board and its cooperation
with the Executive Management. The chairman of the
Nomination Committee directs the assessment process.
The assessment is carried out by each Board member
completing a questionnaire followed by a Board discussion
where improvement areas are defined and agreed upon.
Once a year, the CEO must perform an assessment of the
individual members of the Executive Management.
Among the topics covered in the Board self-assessment
are Board composition, the nomination process and
competencies of the Board. Also covered are, for example,
the Board’s involvement in financial management and
control, risk management, the efforts and time spent on
strategic discussions, cooperation with the Executive
Management, personal contributions and committee work.
The self-assessment conducted in 2016 identified the
following strengths and development areas for the Board.
In general, the Board demonstrates appropriate and broad
industry knowledge and includes a diversity of experience
and backgrounds well fitted to PANDORA’s business and
strategy. The Board structure and committee work are
effective, and the Board considers itself to be sufficiently
involved in financial oversight. The primary focus points
for 2016/2017 are continuation of growth, geographical
expansion, talent management, strategy, expansion of
manufacturing footprint, IT and improvement of the
strategy-related processes around Board meetings.
Additional information
The statutory report on corporate governance for 2016 cf.
section 107b of the Danish Financial Statements Act is available
at .
In 2016, the Audit Committee met seven times and had an
attendance rate of 93%. The main activities in 2016 were:
• meetings with the Executive Management and
independent auditors to review the audited annual report
• meetings with the Executive Management to review
quarterly financial statements, the key accounting
policies and significant accounting estimates
• review of the adequacy and effectiveness of PANDORA’s
internal controls and risk management systems
• review of significant risks of PANDORA
• re-assessment of the need for an internal audit function
and approved implementation of a Governance, Risk &
Compliance function
• recommendation for the selection of independent
auditors, including evaluation of independence,
competencies and compensation
• the Audit Committee’s annual self-assessment
The Remuneration Committee
The current members of the Remuneration Committee are
Peder Tuborgh (Chairman), Christian Frigast, Allan Leighton,
Bjørn Gulden and Andrea Alvey. The main duties of the
Remuneration Committee are:
• to prepare recommendations to the Board on the pay
and remuneration policy applicable to the Board and the
Management Board, including the Executive Management
with respect to fixed and variable pay components
• to submit proposals to the Board for the total individual
pay and remuneration package of the Board members
and PANDORA’s executive managers
• to verify that the information about remuneration in the
annual report is true, accurate and adequate
The Remuneration Committee met four times in 2016 and
had an attendance rate of 90%. The main activities were the
annual review of the remuneration policy and guidelines
on incentive payments as well as approval of the company’s
overall wage regulation. The Committee also performed a
review of the Long-Term Incentive Programme.
The Nomination Committee
The current members of the Nomination Committee are
Christian Frigast (Chairman), Peder Tuborgh, Anders Boyer-
Søgaard, Ronica Wang and Per Bank. The Nomination
Committee assists the Board in fulfilling its responsibilities
with regard to the:
• description of the qualifications and competencies required
for members of the Board and the Executive Management
• nomination of candidates for approval by the Board
to fill vacancies on the Board and the Executive
Management