Shareholders have the ultimate authority over the company and exercise their right to make decisions regarding Novo Nordisk at general meetings, either in person, by proxy or by correspondence.
General meetings shall be called with 3-5 weeks and in practice with approximately three to four weeks' notice. The agenda is accompanied by a combined proxy and voting form enabling the shareholder to vote specifically on each item.
The Annual General Meeting approves the annual report and any amendments to the articles. The general meeting elects the chairman, the vice chairman and 2-8 other members of the Board of Directors plus the auditor. Resolutions can generally be passed by a simple majority, however, resolutions to amend the articles require at least two thirds of votes cast and capital represented unless other adoption requirements are imposed by the Danish Companies Act.
A shareholder’s right to attend and vote at a general meeting is determined by shares owned at the record date, which is one week prior to the general meeting. The deadline for applying for an admission card to a general meeting is no later than three days prior to the general meeting.
All shareholders may, no later than 6 weeks prior to the general meeting, request that proposals for resolution be included on the agenda. All shareholders may also ask questions at the general meetings.
All documents relating to general meetings are published on Novo Nordisk’s website at least three weeks prior to the general meeting.
General meetings are held in English, however proposals may be submitted and questions may be asked in Danish. Simultaneous interpretation between English and Danish is available and the meeting is web cast live and can be viewed online at novonordisk.com. The Board of Directors has decided that, currently, general meetings should be conducted by physical attendance. Shareholders may, however, vote by proxy or correspondence, either electronically or by mail.
Resolutions passed at general meetings are published immediately after the close of the meeting and the minutes are disclosed.
In addition Novo Nordisk hosted again in 2013 an informal information meeting conducted in Danish for the company's shareholders' shortly after the annual general meeting.