Chairmanship and board committees
The Annual General Meeting directly elects the chairman and the vice chairman. In 2011, the Chairmanship held seven meetings and both members attended all meetings. The CEO and the CFO also 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. It also reviews the fixed asset investment portfolio.
Other tasks include recommending the remuneration of directors and executives and suggesting candidates for election by the general meeting. The Chairmanship has the role and responsibility of a nomination committee and a remuneration committee, and presents proposals to the Board. The Board has not established separate remuneration and nomination committees, believing that each board member must have the opportunity to contribute actively to discussions and have access to all relevant information about remuneration and nomination. Novo Nordisk’s practice is therefore not in alignment with the Danish Corporate Governance Recommendations, which recommend separate remuneration and nomination committees.
In March 2012, the shareholders re-elected Sten Scheibye as chairman and Göran A. Ando as vice chairman.
Public Chairmanship Reporting
The Chairmanship works according to an Annual Work Plan with fixed agenda items. In addition, the Chairmanship requests topics to be discussed on their meetings from time to time.
In 2011 the Chairmanship dealt with the following matters:
- Prepared each meeting of the Board 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.
- 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.
- Reviewed the organisational structure and employee composition as well as the future need for competences, incl. a review of a succession plan for the Executive Management.
- Reviewed the fees for board activities and recommended adjustments to the Remuneration Principles.
- Facilitated a self-assessment program for the Board.
- Reviewed the competence profile of the Board and recommended changes thereto.
- Led a search process to identify candidates to be nominated for election at the Annual General Meeting 2012. For this nomination process the chairmanship was supplemented by two other Board members, and recommendation to the Board was made by this group.
- Conducted a review of the company’s investment portfolio.
- Reviewed the chairmanship charter.
- Reviewed the Rules of Procedure of the Board and prepared the Board’s Annual Wheel for 2012.
Permanent board committees
In principle, Novo Nordisk believes that each board member must have the opportunity to contribute actively to all discussions and have access to all relevant information, hence the limited number of board members.
Ad hoc nomination team
To enhance focus on the succession preparedness of the Board and of Executive Management, an ad hoc nomination team, consisting of the Chairmanship plus Jørgen Wedel and Henrik Gürtler, was established to prepare the board’s discussions regarding nomination of board members and succession in Executive Management. This team served throughout 2011 but has now ceased as it was not intended to be a permanent committee of the Board.
