Chairmanship

The Annual General Meeting directly elects the chair and vice chair of the Board of Directors of Novo Nordisk A/S. 

In March 2019, the Annual General Meeting re-elected Helge Lund as chair and re-elected Jeppe Christiansen as vice chair. Helge Lund was elected as chair in 2017 and Jeppe Christiansen was elected as vice chair in connection with his first election in 2013.
 

Roles and responsibilities

The Chairmanship assists the Board of Directors in the planning of Board meetings, employment of Executive Management and other assignments as decided by the Board.

Independence

The chair is considered independent and the vice chair is considered non-independent, as he is a board member of the majority shareholder, Novo Holdings A/S.
 

Attendance

In 2018, the Chairmanship conducted seven meetings. Both the chair and the vice chair attended all meetings in 2018. Please refer to the Annual Report 2018 on pp 50-51 for a detailed attendance overview for the Chairmanship.
 

Chairmanship Report 2018

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 2018, the Chairmanship met 7 times. Furthermore, and as part of the Board’s succession preparedness activities, Helge Lund has as an observer been invited to the Chairmanship meetings until he was elected as chair at the annual general meeting in March 2018.

The Chairmanship has in 2018 dealt with the following matters:
 

Board matters and governance

  • Prepared the Board’s Annual Wheel for 2019.
  • 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, charters for the Board committees and the Guidelines for Executive Management.
  • Planned a self-evaluation process for the Board and Executive Management facilitated internally and initiated subsequently the implementation of the agreed actions.
  • Conducted the annual review of the company’s takeover response capabilities.
  • Conducted a review of the company’s investment portfolio. 
     

Annual general meeting and shareholders

  • Reviewed the recommended agenda for the 2018 annual general meeting.
  • Conducted meetings with 8 of Novo Nordisk’s large shareholders.
     

Executive Management and organisation

  • Reviewed the organisational structure and employee composition as well as the future need for competences.
  • Reviewed the composition of and the succession plan for the Executive Management, including the appointments to the Executive Management.
  • Reviewed the achievement of the LTIP 2017 targets and recommended to the Board the targets for LTIP 2018.
  • Conducted the annual performance evaluation of the Executive Management.
     

Special focus areas

  • Strategy execution across the value chain.
  • Commercialisation – implementation of the commercialisation strategies in different markets.
  • External innovation – partnering and acquisition to access external innovation.
  • Organisational development – talent and leadership development as well as succession preparedness and development of the company culture.
  • Board responsibilities – adapting the board agenda to meet future needs of the company.