The Annual General Meeting directly elects the chairman and vice chairman of the Board of Directors of Novo Nordisk A/S.
In March 2018, the Annual General Meeting elected Helge Lund as chairman and re-elected Jeppe Christiansen as vice chairman. Jeppe Christiansen became vice chairman in connection with his first election in 2013.
Roles and responsibilities
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.
The chairman is considered independent and the vice chairman is considered non-independent, as he is a board member of the majority shareholder, Novo Holdings A/S.
In 2017, the Chairmanship conducted seven meetings. The vice chairman was excused from one meeting in 2017. Please refer to the Annual Report 2017 on pp 54-55 for a detailed attendance overview for the Chairmanship.
Chairmanship Report 2017
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 2017, the Chairmanship met seven times. Furthermore, and as part of the Board’s succession preparedness activities, Helge Lund has as an observer been invited to the Chairmanship meetings since April 2017.
The Chairmanship has in 2017 dealt with the following matters:
Board matters and governance
- Prepared the Board’s Annual Wheel for 2018.
- 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, including the Rules of Procedure of the Board, the Chairmanship Charter, charters for the board committees and the Guidelines for Executive Management.
- Planned a self-assessment process for the Board and Executive Management facilitated by external consultants 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 2017 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 Executive Management, including the appointments to Executive Management.
- Reviewed the achievement of the LTIP 2016 targets and recommended to the Board the targets for LTIP 2017.
- Conducted the annual performance evaluation of Executive Management.
Special focus areas
- Performance in the US - the sales performance in the US as well as the negotiations with Pharma Benefit Managers (PBMs) in relation to plans for 2018.
- Research strategy – implementation of the revised research strategy and the establishment of the Research & Development Committee.
- The pipeline progress, including label updates based on clinical trials such as SWITCH, DEVOTE and LEADER as well as new products such as Ozempic (semaglutide).
- The composition of Executive Management, where one executive resigned and three new executives were appointed, and related organisational changes.