PANDORA’s aim regarding good corporate governance is to ensure transparency, 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 statutory report on corporate governance for the financial year 2016, cf. Section 107b of the Danish Financial Statements Act at
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 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 a minor revision in 2014, which does 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 represent the Chairman in the Nomination Committee. All other Corporate Governance recommendations are followed by PANDORA.
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, 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 the Company’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 oversees 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 organizational development of the Company.
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 is e.g. the Board’s involvement in financial management and control, risk management, 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 experiences and backgrounds well fitted to PANDORA’s business and strategy. 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.
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