GOVERNANCEANDMANAGEMENT• 27
Board in fulfilling its responsibilitieswith regard to the:
• description of the qualifications required formembers of
the Board and the Executive Board
• nomination of candidates for approval by the Board to
fill vacancies on the Board and the Executive Board
• self-evaluation of the Board
• assessment of the performance of the Executive Board
and the cooperationbetween the Board of Directors
and the Executive Board
• successionplanning for top executive positions
In2014, theNominationCommitteemet 3 times, with an
attendance rate of 83%.With the search for and recruitment
of a newChairman, twonewBoardmembers aswell as
a newCEO andCFO, 2014was anunusual year for the
NominationCommittee.
Board self-evaluation
The Board conducts an annual self-assessment to
constantly improve its performance and its cooperation
with the Executive Board. The assessment is carried out by
each Boardmember completing a questionnaire followed
by a Board discussionwhere areas for improvement are
defined and agreed upon. Once a year, the CEOmust
perform an assessment of the individual members of the
Executive Board.
Among the topics covered in the Board self-assessment
are Board composition, nomination process and the
competencies of the Board.Topics also include the Board’s
involvement infinancial management and control, risk
management, cooperationwith the Executive Board,
personal contributions and committeework.
The self-assessment conducted in2014 identified the
following strengths anddevelopment areas for the Board:
in general, the Board demonstrates appropriate industry
knowledge and includes a diversity of experience and
backgroundswell fitted toPANDORA’s business and
strategy. Board structure and committeework are effective,
and the Board feels sufficiently involved infinancial
oversight.The primary action item for 2015 is to allocate
time to furthermarket visits and exposure tonon-executive
management levels to gain further insight into the
PANDORA-specificmarket and business dynamics.
Additional information
The statutory report on corporate governance for 2014
cf. section107bof theDanish Financial Statements
Act is disclosed on
/
governancestatement.cfm.
and evaluates the adequacy of control procedures.More
specifically, the duty of theAudit Committee is to supervise
the following areas:
•
financial reportingprocess
•
internal control and riskmanagement systems
•
external audit
In2014, theAudit Committeemet seven times andhad an
attendance rateof 93%.Themain activitieswere:
•
meetingswith the ExecutiveBoard and external auditors
to review the audited annual report
•
meetingswithManagement to reviewquarterlyfinancial
statements, the key accountingpolicies and significant
accounting estimates
•
reviewof the adequacy and effectiveness of the
Company’s internal controls and riskmanagement
systems
•
reviewof theCompany’s significant financial risks
•
assessment of theneed for an internal audit function
•
recommendation for the appointment of external
auditors, including evaluationof independence,
competencies and compensation
•
theAudit Committee’s annual self-assessment
The RemunerationCommittee
The current members of the RemunerationCommittee are
PederTuborgh (Chairman), BjørnGulden, AndreaAlvey,
TorbenBallegaard Sørensen andChristian Frigast.Themain
duties of the RemunerationCommittee are:
•
to prepare recommendations to the Board on the pay
and remunerationpolicy applicable to the Board and
the top15 executives, including the Executive Board,
with respect to fixed and variable pay components
•
to submit proposals to the Board for the total individual
pay and remuneration packages of the Boardmembers
and theCompany’s executivemanagers
•
to verify that the information on remuneration in the
annual report is true, accurate and adequate
The RemunerationCommitteemet 4 times in 2014 and
had an attendance rate of 85%.Themain activitywas the
annual review of the remuneration policy and guidelines
on incentive pay aswell as approval of theCompany’s
overall pay regulation.TheCommittee also performed a
review of the LongTerm Incentive Programme covering the
Company’s topmanagement.
TheNominationCommittee
The current members of theNominationCommittee are
Christian Frigast (Chairman), Anders Boyer-Søgaard, Ronica
Wang and Per Bank.TheNominationCommittee assists the
