Corporate governance

Governance structure

The shareholders of Novo Nordisk exercise their rights at the general meeting, which is the supreme governing body of the company. General meetings may be held annually and extraordinarily. While the Annual General Meeting, inter alia, adopts the company’s Articles of Association, approves the Annual Report and elects the Board of Directors, an Extraordinary General Meeting serves a specific purpose. On 14 November 2025, Novo Nordisk held an Extraordinary General Meeting to elect new members to the Board of Directors. At the Extraordinary General Meeting, seven members of the then Board of Directors stepped down, whilst four new members were elected to the Board of Directors. Following the election at the Extraordinary General Meeting, less than half of the shareholder-elected Board members (two of five) are considered independent. It is the intention of the Board to increase the number of independent Board members to at least four at the Annual General Meeting in March 2026 at which point more than half of the shareholder-elected Board members will accordingly be considered independent.

Any shareholder has the right to raise questions at general meetings. Resolutions can generally be passed by a simple majority. However, resolutions to amend the Articles of Association require two-thirds of the votes cast and capital represented, unless other adoption requirements are imposed by the Danish Companies Act.

Novo Nordisk has a two-tier management structure consisting of the Board of Directors and Executive Management. The governance structure and rules of Novo Nordisk are further described in our Articles of Association and our Corporate Governance Report, both available at: www.novonordisk.com/about/corporate-governance.html.

Foundation ownership

Novo Holdings A/S, a Danish company wholly owned by the Novo Nordisk Foundation, holds the majority of votes at Novo Nordisk A/S’ general meetings. The combination of foundation ownership and stock listing enables Novo Nordisk to embark on long-term sustainable strategies while maintaining short-term transparency on performance. Our foundation ownership supports the overarching imperative to be both commercially successful and responsive to the wider needs of society.

The Novo Nordisk Foundation has four objectives: to provide a stable basis for the commercial and research activities of Novo Nordisk, Novonesis and additional companies in Novo Holdings’ investment portfolio; to support physicological, endocrinological, metabolic and other medical research; to support research hospital activities within diabetes in Denmark; and to support scientific, humanitarian and social purposes. Please refer to the section on value creation. Find out more information about the ownership structure of Novo Nordisk.

Corporate governance reporting

Novo Nordisk reports in accordance with the Danish Corporate Governance Recommendations, which are implemented by Nasdaq Copenhagen in the Nordic Main Market Rulebook for Issuer of Shares, as well as the Corporate Governance Standards of the New York Stock Exchange applicable to foreign private issuers.

Novo Nordisk complies with the Danish Corporate Governance Recommendations because we account for which recommendations we comply with or deviate from and explain our chosen approach. Find further information about our corporate governance practices and a statement on our approach to each of the Danish Corporate Governance Recommendations as well as the Corporate Governance Standards of the New York Stock Exchange in our Corporate Governance Report, available at: www.novonordisk.com/about/corporate-governance.html.

Remuneration

Executive remuneration is linked to financial performance as well as non-financial performance (e.g., innovation and sustainability). Both short- and long-term incentive programmes include sustainability metrics, aligning executive pay with our sustainability objectives. Novo Nordisk has prepared a separate Remuneration Report describing the remuneration awarded or due during 2025 to the Board of Directors and Executive Management members registered with the Danish Business Authority. The Remuneration Report is submitted to the Annual General Meeting for an advisory vote. The Remuneration Policy and the Remuneration Report are available at: www.novonordisk.com/about/corporate-governance.html.

Disclosure regarding change of control provisions

It is disclosed that Novo Nordisk does not have any material contracts that take effect, alter or terminate upon a change of control of Novo Nordisk following implementation of a takeover bid. In the event of termination – whether by Novo Nordisk or by the individual – due to a merger, acquisition or takeover of Novo Nordisk, members of Executive Management registered with the Danish Business Authority are, in addition to the notice period, entitled to a severance payment of 24 months’ base salary plus pension contribution.

Ethics and compliance

In Novo Nordisk, we have an ethics and compliance programme comprised of a code of conduct (OneCode), requirements (The Ethics Navigator), processes and awareness and capability building as stipulated in the seven elements of an effective compliance programme. Data privacy is a key component in our ethical principles, ensuring guardrails are in place to manage and mitigate risks, thus safeguarding our patients and society at large. We have also adopted set of principles for data and artificial intelligence (AI) ethics to support ethical decision-making. Our global AI Ethics compliance framework sets out principles, requirements and operational guidelines, while also cataloguing all deployed AI systems across the organisation. The framework standardises risk assessment processes and strengthens organisational capabilities through AI literacy training. Find more information about these principles, in accordance with the Danish Financial Statements Act Section 99d, at: www.novonordisk.com/data-privacy-and-user-rights/data-ethics.html.

Sustainability governance

The Board of Directors oversees sustainability, including material impacts, risks and opportunities (IROs), culture and business conduct. These matters are addressed through dedicated reviews and regular updates from Executive Management and the Audit Committee. The Board is supported by its committees: the Audit Committee oversees financial and sustainability reporting, due diligence outcomes and risk management; the Remuneration Committee integrates sustainability metrics into executive incentives; and the People & Governance Committee ensures board competencies align with business conduct and sustainability needs. These responsibilities are formalised in the Committee charters. While Executive Management sets and monitors the progress of the sustainability targets and strategy, the operational responsibility is anchored in Corporate Sustainability within the CEO Office. Corporate Sustainability works with business units to integrate environmental and social considerations into strategy, risk management and the product lifecycle. The Board ensures it has access to the skills and expertise needed to oversee sustainability matters and address Novo Nordisk’s material sustainability IROs during the reporting period.