Pandora - AGM 11 March 2021
We note that as a result of the Covid-19 pandemic the AGM will be held as an electronic meeting only. Consequently, it will not be possible to attend the AGM in person.
Under ITEM 3 approval of the Company's first remuneration report is sought. As a matter of principle, we believe that performance criteria for the STI (and LTI) should be set and recorded at the beginning of the performance period and performance measures should never be adjusted after the performance period has passed. In this respect, we note that the board of directors decided to award executive management with a revised STI 2020 pay-out for the full year based on the same targets as were adopted in the second quarter of 2020 for all other STI eligible employees at the end of the performance period. Although we endorse that there have been extraordinary circumstances in the year under review (relating to the Covid-19 pandemic), this does NOT justify the award of the maximum STI, corresponding to 100% of annual base salary, in our view. Accordingly, we recommend to vote OPPOSE.
In view of concerns over aggregate time commitments, we normally would have recommended opposition to the (re-)election of Ms. Marianne Kirkegaard (ITEM 6.5) and proposed new nominee Mr. Heine Dalsgaard (ITEM 6.7). However, considering that the proxy card does not permit this, we recommend abstention instead.
Under ITEM 8, although not legally required in Denmark, the board of directors and the executive management seek discharge. Under our guidelines, we no longer approve discharge of the board of directors and/or executive management if there is no legal requirement for it. Since there is no such (legal) requirement in Denmark, we recommend to vote OPPOSE.
Under ITEM 9.4 approval of the Company's executive remuneration policy is sought. All in all, we have no (major) concerns over Pandora’s remuneration policy in general and the proposed amendments in specific. Accordingly, we recommend to vote FOR.
Finally, we note that, unlike best practice, the voting results of the AGM 2020 are not disclosed. We urge the Company to do so next year.
Pandora designs, manufactures and markets jewelry made from genuine metals. Co. designs, produces and sells charms, bracelets, rings, necklaces, pendants and earrings. Co.'s products are made from gold, silver, gemstones, cultured pearls and stones and other jewelry materials. Co.'s jewelry is sold in more than 90 countries on six continents through approximately 9,900 points of sale, including more than 1,400 concept stores. Co.'s products are sold globally through such points of sale as concept stores, silver stores, gold stores, shop-in-shops and white stores.
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