The Annual General Meeting directly elects Novo Nordisk’s chairman and vice chairman of its Board of Directors. In 2012, 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.
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 topics to be discussed on their meetings.
In 2012 the Chairmanship dealt with the following matters:
- 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.
- 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 and recommended adjustments to the Remuneration Principles.
- 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 and related reorganisation and appointment of two new Executive Vice Presidents.
- Reviewed the fees for board activities against benchmarks.
- Facilitated a self-assessment program for the Board.
- Reviewed the competence profile of the Board and handled nomination in relation to potential new Board members.
- Led a search process to identify candidates to be nominated for election to the Board. Developed a search-profile and identified a new Vice Chairman candidate.
- Conducted a review of the company’s investment portfolio.
- Reviewed the Chairmanship Charter.
- Reviewed the Rules of Procedure of the Board, the Guidelines for Executive Management and prepared the Board’s Annual Wheel for 2013.
- Conducted meetings with top-10 shareholders.
- Prepared the change-over between out-going and in-coming Chairman.