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PANDORA

Corporate Governance

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 has disclosed its Corporate Governance Statement for 2017, cf. Section 107b of the Danish Financial Statements Act at
http://investor.pandora.net/governancestatement.cfm

PANDORA intends to exercise good corporate governance at all times and to assess its 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 applicable legislation as well as by Nasdaq Copenhagen, which has included the Corporate Governance recommendations in its ‘Rule Book for Issuers of Shares’.

The Board remains committed to following the Danish Corporate Governance Recommendations as adopted in May 2013 with minor revisions in 2014. In 2017, PANDORA chose to deviate partly from Clause 3.4.6 as the Chairman of the Nomination Committee is not the Chairman of the Board.
 

BOARD AND EXECUTIVE MANAGEMENT
 

Powers are divided between the Board and the Executive Management and these two bodies exist independently of each other as is normal practice in Denmark. The Board 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 the day-today management, while the Board supervises the work of the Executive Management and is responsible for the general and strategic direction of PANDORA. The primary tasks for the Board are to ensure that PANDORA has a strong management team, an adequate organisational structure, efficient business processes, an optimal capital structure, transparent bookkeeping and practices, and responsible asset management. Furthermore, the Board oversees the financial development of PANDORA and the related planning and reporting systems.

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 enable PANDORA to achieve its objectives.
 

BOARD ACTIVITIES IN 2017
 

During 2017, the Board held eight ordinary Board meetings. The total attendance rate was 93%. In 2017, the primary focus areas for the Board were continued growth, geographic expansion, product diversification (full jewellery brand), IT, expansion of manufacturing footprint, strategy and organisational development of the Company. The Board has established an Audit Committee, a Remuneration Committee and a Nomination Committee. The Board appoints the Committee members and the Committees’ chairmen. The Committees’ terms of reference are disclosed on the Company’s website.
 

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 the Board composition, 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 2017 identified the following strengths and development areas for the Board. In general, the Board

demonstrates a breath of experience and broad industry knowledge and backgrounds well fitted to PANDORA’s business and strategy. The Board structure and committee work are effective and well-functioning, as well as the interaction with the Executive Management. In 2017, the Board has been deeply involved in setting the coming strategy for PANDORA going forward. The primary focus points for 2017/2018 are therefore strategy, brand marketing as well as execution, monitoring and involvement in the business in order to provide support on product development, digitalisation and growth tactics.