The Annual General Meeting directly elects Novo Nordisk’s chairman and vice chairman of its Board of Directors. In 2014, the Chairmanship conducted seven meetings. The Chairman attended all meetings. The Vice Chairman was excused from one meeting.
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 up till now had the role and responsibility of a remuneration committee. Novo Nordisk’s practice is therefore not in alignment with the Danish Corporate Governance Recommendations, which recommend a separate remuneration committee, though the Board of Directors has decided to establish a remuneration committee in 2015.
In March 2014, the Annual General Meeting elected Göran Ando as chairman and Jeppe Christiansen as vice chairman.
Chairmanship Report 2014
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 2014 the Chairmanship met 7 times and dealt with the following matters:
Board matters and governance
- Prepared the Board’s Annual Wheel for 2015
- 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 a self-assessment process for the Board and Executive Management facilitated by an external consultant and initiated subsequently the implementation of the agreed actions
- Reviewed the fees for board activities against benchmarks
- 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 2015 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, including the appointment of a President and the reduction of the number of 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
- Manufacturing capabilities
- The cardiovascular outcomes trial for Tresiba (insulin degludec), DEVOTE
- US regulatory matters