Committees

Board Composition

* = Chair    **= Member

The Audit Committee

The Audit Committee currently has three members, each appointed for a one-year term. The Audit Committee’s responsibilities include assisting the Board in monitoring the effectiveness of the internal control and risk management systems, as well as reviewing Pandora’s financial and sustainability reporting and audit/assurance processes. The Audit Committee conducts its work in accordance with its Terms of Reference. In 2025, the Audit Committee met six times.

Its main activities were to:

• Review key accounting principles, significant estimates, financial risks, and compliance with tax regulations, including deep dives into selected risk
  areas;
• Monitor the external financial and sustainability reporting process;
• Monitor the effectiveness of Pandora’s internal control and risk management systems, including cyber security and ongoing improvements to controls related to financial and sustainability reporting;
• Reviewing the work performed and actions taken by the Group Internal Audit function;
• Monitor cooperation with external auditors and ensure their independence;
• Oversee the ERP implementation and its impact on reporting and controls;
• Review Pandora’s whistleblowing reporting system and reported cases;
• Review Pandora’s treasury and tax policies, as well as insurance coverage.

Independent auditor 

Pandora’s independent auditors are appointed for a one-year term at the Annual General Meeting following a proposal from the Board, based on a recommendation from the Audit Committee. The framework for the auditors’ responsibilities, including their remuneration, audit and non-audit services, is agreed annually between the Board and the auditors following the recommendation of the Audit Committee.

The Remuneration Committee

The Remuneration Committee currently has four members, each appointed for a one-year term. The Remuneration Committee assists the Board in ensuring Pandora’s remuneration policies strike a balance that aligns with the interests of Pandora’s shareholders while providing rewarding and motivating remuneration for Executive Management and senior employees. In 2024, the Remuneration Committee met four times.

Detailed information on the Committee’s key activities can be found in the Remuneration Report.

The Nomination Committee

The Nomination Committee currently has four members, each appointed for a one-year term. The Nomination Committee works according to its Terms of Reference and its main responsibilities are assessment and evaluation of the Board and Executive Management, including performance, skills and experience, and nomination of candidates to the Board and Executive Management. Further, the committee monitors talent and succession policy and ensures compliance when making Board, Executive Management and Executive Leadership Team appointments. Finally, it deals with succession planning for Executive Management positions and reviews as well as monitors diversity policy to ensure compliance. In 2025, the Nomination Committee met six times.

Sustainability governance

Sustainability is deeply embedded in Pandora’s strategic direction and in how we conduct business. The Board governs sustainability at the highest level, approving the sustainability priorities, policies and targets, including the climate transition plan. Execution of the strategy is delegated to Pandora’s Sustainability Board, which is responsible for integrating sustainability into business decisions and processes within their respective functions. Reporting to the Executive Leadership Team (ELT), the Sustainability Board is chaired by Pandora’s Chief HR Officer and comprises nine senior leaders, including selected ELT members.

Two subject-specific committees (the Responsible Sourcing Committee and the Responsible Marketing Committee) oversee key sustainability areas on responsible sourcing and responsible marketing. The Low Carbon Forum remains active, while the CSRD Task Force has concluded its work. In 2025, we reconfirmed the conditions of our 2024 Double Materiality Assessment (DMA) and Pandora’s material sustainability matters (material matters). The 2025 DMA was approved by Pandora’s Sustainability Board and the Audit Committee was engaged to ensure alignment with strategic priorities and
targets.