Pandora

The shareholders exercise their rights at the Annual General Meeting, which is the supreme governing body of the company. During the Annual General Meeting, among other duties, the shareholders elect the members of the Board of Directors (the Board), approve the Annual Report and adopt any proposed changes to the company's Articles of Association. Pandora has a two-tier management structure composed of the Board and Executive Management. The Board outlines the overall vision, strategy and objectives of Pandora's business activities, supervises the performance of Executive Management and is responsible for overseeing the execution of Pandora's sustainability strategy, performance and targets. In addition, the Board is responsible for adopting the sustainability-related policies. This includes reviewing sustainability reporting and overseeing performance related to Pandora's strategic sustainability priorities and targets. Members of Executive Management are appointed by the Board. Executive Management is responsible for the day-to-day management and for the execution of Pandora's strategy. Furthermore, Pandora has an Executive Leadership Team (the ELT), comprised of one woman and seven men, representing seven different nationalities. The team members are responsible for the day-to-day operations of their respective business areas and serve as a part of Pandora's overall leadership. Selected ELT members are also part of Pandora's Sustainability Board. The Board is comprised of seven members, all elected at the Annual General Meeting for a one-year term. Currently, the Board consists of four women and three men, representing five different nationalities. In accordance with section 139c of the Danish Companies Act, this is considered equal gender representation on the Board. In accordance with the Danish Recommendations on Corporate Governance, 86% of the Board members are regarded as independent. Christian Frigast, due to his more than 12-year tenure on the Board, no longer maintains independence status. The composition of the Board is intended to ensure relevant and complementary competencies and diversity. This approach is instrumental in supporting Pandora's strategic goals and vision, while ensuring well-considered, diverse and judicious decision-making. Each year, the Board conducts a board review focusing on its effectiveness and skills. The ideal mix of skills and experience required of Board members includes: Board experience, Executive management, Sectoral experience, Marketing and brand, Retail, Digitalisation, Sustainability, Finance, Governance.

The Board held nine meetings in 2024. Its primary focus was to navigate Pandora carefully through uncertain macro-economic circumstances, including the implications from increased commodity prices and complex socio-political environments. Additionally, the Board ensured Pandora remains aligned with the next phase of the Phoenix strategy, announced during Pandora's Capital Markets Day in October 2023, which focuses on transforming the company into a full jewellery brand. Furthermore, the Board has overseen the integration of sustainability into relevant processes in Pandora, ensuring alignment with our strategic priorities and the sustainability targets. Two subject-specific committees (the Responsible Sourcing Committee and the Responsible Marketing Committee) and two task forces (Low Carbon & Nature Task Force and Corporate Sustainability Reporting Directive (CSRD) Task Force) oversee key sustainability areas on responsible sourcing, responsible marketing, our work on environmental impacts, CSRD implementation and compliance within the company. They convene regularly and report to the Sustainability Board. In 2024, we updated our double materiality assessment, as part of the requirements of the CSRD. The double materiality results were approved by Pandora's Sustainability Board, with the Board providing oversight to ensure alignment with strategic goals.

The Remuneration Committee is responsible for incentive schemes and remuneration, including those related to sustainability. More information can be found in the Remuneration Report.

The Board and Executive Management are responsible for Pandora's internal control and risk management systems in relation to the financial and sustainability reporting process. The Group's internal control framework identifies key processes, inherent risks and control procedures to reduce and mitigate financial and sustainability risks and ensure reliable financial and sustainability reporting. The Audit Committee assists the Board in supervising the financial and sustainability reporting process and monitoring the effectiveness of the internal control and risk management systems. Executive Management is responsible for maintaining and strengthening the overall control environment, identifying weaknesses and ensuring necessary steps are taken to mitigate financial and sustainability risks through standardisation and process optimisation. A central Internal Audit and Compliance Controlling (IACC) function has been established to help Pandora accomplish its objectives by bringing a systematic and disciplined approach to evaluating and improving the effectiveness of internal control, compliance and governance processes. In 2024, the head of the IACC function reported to Pandora's Senior Vice President, Corporate Finance, with a dotted reporting line to the Audit Committee Chair. In 2025, the reporting line will be changed to the Chief Financial Officer, still with a dotted reporting line to the Audit Committee Chair. The Board and Executive Management assess risks on an ongoing basis, including risks related to the financial and sustainability reporting, and they assess measures to manage, reduce or eliminate identified risks. The IACC function assists Executive Management and the Audit Committee in identifying and monitoring financial and sustainability risks in the reporting process. Sustainability risks are assessed on a quarterly basis and insights from the 2024 double materiality assessment have been incorporated into the enterprise risk management calibration process and reporting. We do not consider sustainability risks to be among our top risks. As part of our climate risk assessment, we evaluate risks across various criteria, with key risks reviewed by the Board. In 2022, we conducted a scenario analysis aligned with our risk management matrix to explore climate risks and opportunities across our value chain, identifying areas crucial to transitioning to low-carbon operations. Insights from an on-site risk assessment conducted at the end of 2024 at our crafting sites in Thailand, will enable us to proactively implement tangible recommendations to mitigate potential future supply chain disruptions caused by climate change.

Pandora is one of the world's most valuable brands, owning the space of jewellery with a meaning. Our unique business model builds on the Pandora brand and our in-house excellence. This translates into a fully integrated ecosystem, with both crafting and distribution at an unparalleled scale. With a strong commitment to sustainability, we deliver industry-leading growth and profitability while minimising our environmental footprint and supporting the communities we touch. Acknowledging both positive and negative impacts, as well as risks and opportunities, we have conducted a double materiality assessment, detailed on page 50. Our key resources include: An average of 37,000 employees globally, State-of-the-art crafting facilities powered by 100% renewable electricity, Recycled silver and gold and lab-grown diamonds, Water, energy and other raw materials. Value created includes: Safe and engaged workplace with an employee Net Promoter Score (eNPS) that puts us in the top 5% in the consumer sector globally, 865 million customer visits to our stores and online channels with more than 3 pieces sold every second, DKK 1.7 billion paid in corporate income taxes, DKK 5.5 billion in dividends and share buybacks to shareholders. Our operations span: Innovative Design, Responsible Sourcing, High-Quality Jewellery Crafting, Global Brand and Marketing, Packaging and Distribution, Omnichannel Retail, Product Reuse and Repair. In 2024, Core made up 74% of revenue and delivered stable like-for-like growth of 2%. The Core segment, centred around charms and carriers, remains the core of our brand. Pandora Moments, which has been established as a key Pandora icon over two decades, is still by far the largest collection and contributes to growth with solid like-for-like growth of 3%. Fuel with more made up 26% of revenue, up from 22% in 2023, as a result of strong like-for-like growth of 22%. The US remains our largest market in terms of revenue, with a share of business of 31% in 2024. In Rest of Pandora, Pandora continued to demonstrate the broad-based appeal of the brand across numerous geographies where brand penetration is still building with a long runway ahead. Like-for-like growth was strong at double-digit levels of 13%, which reflected broad-based growth with strong contributions from many markets. Rest of Pandora ended 2024 with a revenue of DKK 10.6 billion. Sustainability remains a fundamental pillar of the Phoenix strategy. In 2024, we continued progress on our three strategic sustainability priorities: low-carbon business, circular innovation and inclusive, diverse and fair culture.

By the end of 2024, we achieved a 17% reduction in emissions across our value chain compared to 2019, remaining focused on halving emissions by 2030. We also reached our short-term target of a 90% reduction in own operations, including 100% renewable electricity use. Our emissions increased by 5% from 2023 to 2024, primarily driven by the construction of our new crafting facility in Vietnam, network expansion, upgrades to our existing store fleet, as well as an increase in business travel. Our target to reach net zero by 2040 was approved by the Science Based Targets initiative (SBTi). In addition, we have been recognised with an 'A' score for transparency and performance from the Carbon Disclosure Project (CDP) in past years. Scope 1, 2 & 3 emissions: 286,198 tonnes CO2 equivalent in 2024, compared to 272,967 tonnes CO2 equivalent in 2023.

We are committed to fostering a transparent and supportive environment through our whistleblower programme. Our Whistleblower Policy, aligned with the Danish Whistleblower Act and the EU Whistleblower Directive, provides a clear and secure process for employees to confidentially raise concerns. The policy outlines a clear process for addressing issues raised through our whistleblower channels, including our dedicated hotline. Reports can be submitted confidentially through the EQS system or a designated whistleblower inbox. IACC reviews each case reported through the EQS system and directs it to the appropriate team. In certain cases, external consultants are engaged due to time constraints or data-sharing regulations.

By the end of 2024, our workforce includes 35,084 permanent employees, who form the backbone of our operations, alongside 6,242 temporary employees, supporting flexibility and meeting seasonal demands. At the end of 2024, our workforce comprised more than 41,300 employees, representing more than 138 nationalities and spanning professional disciplines such as crafting, distribution, retail and corporate functions and reflecting diversity in gender, age and geography.

By the end of 2024, our workforce includes 35,084 permanent employees, who form the backbone of our operations, alongside 6,242 temporary employees, supporting flexibility and meeting seasonal demands.

Our target for balanced gender representation in leadership is to reach gender parity by 2030. Women in leadership roles increased slightly from 34% in 2023, to 35% in 2024. Continued focus and efforts are required to achieve our long-term ambition of gender parity in our Leadership Team by 2030. Leadership Team gender ratio, female/male, %: 35/65 in 2024 compared to 34/66 in 2023.

Furthermore, we report an adequate wage coverage of 98%. For more information, see the Adequate wage chapter.

Pandora also offers employees various social protections and promotes work-life balance. We provide safeguards against income loss due to major life events, including sickness, unemployment, workplace injuries and acquired disabilities, parental leave and retirement. Coverage for social protections varies across Panama, Singapore, South Africa and the US due to differences in local regulations and government programmes.

Leaders play a critical role in creating a workplace environment where employees thrive. Our global leadership development programme, RISE, continued in 2024 for the third year, with 650 leaders participating in the course. The programme is designed to guide and inspire our leaders to develop, coach and enable performance for their teams. The Pandora RISE programme was also honoured with two gold awards at the Brandon Hall International Awards, winning for Best Leadership Development Program and Best Results of a Learning Program.

Creating a safe and healthy work environment is a core focus at Pandora. In 2024, 99.6% of our employees were covered by health and safety management systems, reflecting our commitment to maintaining high standards across all areas of the business. We recorded 114 work-related accidents with absence, resulting in a lost-time injury frequency rate of 1.72, compared to 1.38 in 2023. To further minimise risks, we have strengthened our safety measures, expanded training programmes and fostered a culture of proactive safety and awareness.

In 2024, 233 cases were reported through the whistleblower platform, covering issues such as harassment, discrimination, racism and minor grievances. None of the cases had a severe impact on our business operations or a material financial impact.

Pandora's Code of Conduct sets out the ethical business practices and standards of behaviour, and all employees and partners are expected to adhere to these. Awareness initiatives are in place for all employees. Substantial efforts go into ensuring adherence to applicable regulations, implementing internal policies and growing a compliance culture. In Pandora, we have a zero-tolerance policy for bribery and corruption. To mitigate the risk hereof, we have a dedicated compliance programme built up around our Code of Conduct, the Anti-Bribery and Corruption Policy, the Gifts and Entertainment Standard, the Conflict-of-Interest Policy and the Global Donation Standard.

In Pandora, we have a zero-tolerance policy for bribery and corruption. To mitigate the risk hereof, we have a dedicated compliance programme built up around our Code of Conduct, the Anti-Bribery and Corruption Policy, the Gifts and Entertainment Standard, the Conflict-of-Interest Policy and the Global Donation Standard.