The Annual General Meeting directly elects Novo Nordisk’s chairman and vice chairman of its Board of Directors. In 2013, the Chairmanship conducted seven meetings. The Chairman and Vice Chairman attended all meetings. The CEO attended 6 meetings (he was excused at the 26 November 2013 meeting), and the CFO attended all meetings.
The Chairmanship carries out administrative tasks such as planning board meetings to ensure a balance between overall strategy-setting and financial and managerial supervision of the company.
Other tasks include reviewing the fixed asset investment portfolio and recommending the remuneration of board members and Executive Management.
In practice, the Chairmanship has the role and responsibility of a remuneration committee and presents recommendations to the Board of Directors. The Board has not formally established a separate remuneration committee as the Board finds that each board member must have the opportunity to contribute actively to discussions and have access to all relevant information about remuneration. Novo Nordisk’s practice is therefore not in alignment with the Danish Corporate Governance Recommendations, which recommend a separate remuneration committee.
Public Chairmanship Reporting
The Chairmanship works according to an Annual Work Plan with fixed agenda items. In addition, the Chairmanship requests ad hoc topics to be discussed on their meetings.
In 2013 the Chairmanship dealt with the following matters:
Board matters and governance
- Prepared the Board’s Annual Wheel for 2014
- Prepared each Board meeting including preparation of the agenda and review of key recommendations to the Board regarding business performance and proposals for budgets/targets, business plans, strategies/policies, investments, financial reporting, shareholders meetings and ensured follow up on decisions made by the Board
- Reviewed and suggested changes to the documents governing the Board and committees, incl. the Rules of Procedure of the Board, the Chairmanship Charter, the Nomination Committee Charter, the Audit Committee Charter and the Guidelines for Executive Management
- Planned and facilitated the establishment or a Nomination Committee to assist the Board in identifying and nominating potential new Board members
- Facilitated a self-assessment program for the Board
- Reviewed the fees for board activities against benchmarks
- Reviewed and recommended adjustments to the Remuneration Principles
- Coordinated transition between out-going and in-coming Chairman as well as in-coming Vice Chairman
- Conducted private sessions with the auditors
- Conducted a review of the company’s investment portfolio
Annual General Meeting and shareholders
- Reviewed the recommended agenda for the 2014 Annual General Meeting
- Conducted meetings with top-10 shareholders
Executive Management and organisation
- Reviewed the organisational structure and employee composition as well as the future need for competences
- Reviewed succession plan for the Executive Management and related reorganisation and appointment of two new Executive Vice Presidents
- Prepared material for the Board’s decision-making concerning remuneration of the members of the Executive Management and carried out a performance evaluation of the Executive Management
Special focus areas
- US regulatory matters
- Product recall in Europe
- Compliance matters related to production quality