Board of Directors
The Board has 11 board members. Seven are elected by shareholders at general meetings, and four are Novo Nordisk employees from Denmark, elected by Danish employees.
Shareholder-elected board members
Shareholder-elected board members are elected by the shareholders at the general meetings. Such board members are nominated by either the Board or a shareholder.
Shareholder-elected board members serve a one-year term and can be re-elected at the general meeting. Board members must retire at the first general meeting after having reached the age of 70.
At the AGM 2006 Mads Øvlisen did not seek re-election as board member. All other shareholder elected board members were re-elected.
Nomination of board candidates by the Board
The chairmanship presents to the Board a competency profile and proposal for the definition of independency. Subsequently the chairmanship presents for the Board's approval an evaluation of each board member's competencies and independence as well as the result of the self assessment process. On this basis a proposal for nomination of current and new board members is presented by the chairmanship to the Board.
When nominating a candidate, the Board will ensure a balance between succession and continuity.
Executive search has contributed to identify candidates that meet such criteria. Descriptions of the candidates' qualifications accompany the agenda of the general meeting.
Board competencies
On behalf of the shareholders, the Board actively contributes to developing the company as a focused global pharmaceutical company and supervises Executive Management in its decisions and operations. Hence, the aim is to compose a Board consisting of individuals whose particular knowledge and experience enables the Board as a whole to attend to the interests of shareholders, employees and other stakeholders. For that purpose, the Board has determined which competencies should be present at the board - see competency profile for the Board.
Board independence
In 2007, the Board has determined that four of the shareholder-elected board members are independent as defined by the Danish Corporate Governance Recommendations, while three shareholder-elected board members are related to the majority shareholder through board or executive positions, of whom two also have previously been executives in Novo Nordisk. For further information see profile of board members.
Employee-elected board members
According to Danish law, Novo Nordisk employees in Denmark are entitled to be represented by half of the total number of board members elected at the general meeting. Thus, employees have among themselves in 2006 elected four board members, each of whom serves for a four-year term as per the current legislation. Employee-elected board members have the same rights, duties and responsibilities as shareholders-elected board members.
Induction and education
New board members undergo an induction programme equivalent to two full days during their first year on the Board and subsequently participate in educational activities as required to update and refresh their competences and knowledge, including issues related to environmental and social risks and opportunities.
Board meetings
The Board ordinarily meets seven times a year including a strategic session over two-three days. In 2006, the Board met eight times and all board members attended all Board meeting as well as the Annual General Meeting, except for one member being absent on one occasion. By means of a fixed annual calendar, the Board ensures that it addresses the main tasks in a timely manner. With the exception of agenda items reserved for the Board's internal discussion at each meeting, executives attend and may speak, without voting rights, at the Board meetings ensuring that the Board is adequately informed of the company's operations. Executives' regular feedback from meetings with investors allows the board members to have insight into major shareholders' views of Novo Nordisk.
This page has been assessed by PricewaterhouseCoopers as part of its assessment of Novo Nordisk’s statement that it reports ‘in accordance’ with GRI. Please refer to Audit and assurance for a full description of the nature of assurance offered.
