26•GOVERNANCEANDMANAGEMENT
PANDORAANNUAL REPORT2014
The Board of Directors’ primary duties are to ensure that
PANDORAhas a strongmanagement team, an adequate
organisational structure, efficient business processes,
optimal capital structure, transparent bookkeeping and
practices, and responsible asset management.
The compositionof the Boardof Directorsmust
be such that, at any time, the combined competencies
of the Boardof Directors enable it to supervise the
Company’s development anddiligently address the specific
opportunities and challenges faced by PANDORA.The
Board of Directors, together with PANDORA’s Executive
Board, develops theCompany’s overall strategies and
oversees that the competencies and resources are inplace
tomaximise the likelihoodof PANDORA achieving its
objectives. Furthermore, the Board of Directors oversees
the financial development of PANDORA and the related
planning and reporting systems.
BOARDACTIVITIES IN2014
In2014, theBoardheld sevenordinaryBoardmeetings.
The total attendance ratewas 85%. In2014, theprimary
commercial focus area for theBoardwas the continued
global expansion exemplifiedby adistribution agreement in
Japan, acquisitionof concept stores in theUS and a strategic
alliancewithTheWaltDisneyCompany.
BoardCommittees
TheBoardofDirectors has established anAudit Committee,
aRemunerationCommittee and aNominationCommittee.
TheBoardofDirectors appointsCommitteemembers and
theCommittee chairman.TheCommittees’ terms of reference
aredisclosedon theCompany’swebsite.
TheAudit Committee
The current members of theAudit Committee areAnders
Boyer-Søgaard (Chairman), AndreaAlvey, NikolajVejlsgaard
andMichael Hauge Sørensen.TheAudit Committee
reviews and assesses theCompany’s financial reporting
and audit process aswell as the internal control systems
RECOMMENDATIONSANDPRACTICE
PANDORA’s aim regarding good corporate governance is to
ensure transparency, accountability and that theCompany
meets its obligations to shareholders, customers, consumers,
employees, authorities andother key stakeholders to thebest
of its ability inorder tomaximise long-term value creation.
PANDORAwill exercise good corporate governance at
all times and assess its practices according to the corporate
governance recommendations of theDanishCommittee
onCorporateGovernance.As apublicly listed company,
PANDORA is subject to thedisclosure requirements laid
downbyNasdaqCopenhagen,whichhas included the
recommendations in its ‘RuleBook for Issuers of Shares’.
TheDanish corporate governance recommendationswere
updated inMay2013with aminor revision in2014,which
does not impact PANDORA’s reporting. In2014, PANDORA
chose todeviatepartly fromClause3.4.6 as theChairman
of theNominationCommittee is not theChairmanof the
Board. InPANDORA, theNominationCommittee elects a
chairman,whomust be either theChairmanor theDeputy
Chairmanof theBoard.AnewChairmanwas appointed in
2014 and theDeputyChairmanwas elected asChairman
of theNominationCommittee.TheChairman andDeputy
Chairmanof theBoard share theChairmanship and thus, in
practice, theDeputyChairman represents theChairmanon
theNominationCommittee.
BOARDOFDIRECTORS
AND EXECUTIVEBOARD
Powers are distributed between the Board of Directors and
the Executive Board and independence exists between
these twobodies as is normal practice inDenmark.The
Boardof Directors is elected at theGeneralMeeting and
all Boardmembers are up for election every year.The
Executive Board is appointedby the Boardof Directors.The
Executive Boardhandles day-to-daymanagement, while
the Board of Directors supervises thework of the Executive
Board and is responsible for the general strategic direction.
CORPORATEGOVERNANCE
