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Committee Composition

  Audit Nomination Remuneration
Peder Tuborgh Chairman of the Board   Member of Nomination Committee Committee Chair for Remuneration Committee
Christian Frigast   Committee Chair for Nomination Committee Member of Remuneration Committee
Allan Leighton     Member of Remuneration Committee
Anders Boyer-Søgaard Member of Audit Committee    
Andrea Alvey Member of Audit Committee   Member of Remuneration Committee
Birgitta Stymne Göransson Committee Chair for Audit Committee    
Bjørn Gulden     Member of Remuneration Committee
Per Bank   Member of Nomination Committee  
Ronica Wang   Member of Nomination Committee  
Chair of the Board = Chair of the Board Committee Chair = Chair Committee Member = Member

Board Committees

The Board has established an Audit Committee, a Remuneration Committee and a
Nomination Committee. The Board appoints Committee members and the Committee chairman. The Committees’ terms of reference are disclosed via the Company’s website.

The Audit Committee

The current members of the Audit Committee are Birgitta Stymne Göransson (Chairman), Anders Boyer-Søgaard and Andrea Alvey. The Audit Committee reviews and assesses PANDORA’s financial reporting and audit process as well as the internal control systems and evaluates the adequacy of control procedures. More specifically, the duty of the Audit Committee is to supervise the following areas:

• the financial reporting process
• the internal control and risk management systems
• external audit

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 financial risks of PANDORA
• 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 PANDORA’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, 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
• 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 with an attendance rate of 80%. The main activities were the annual self-evaluation, development of the 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 required for members of the Board of Directors and the Executive Management.