The Nomination Committee consists of up to five members elected by the Board of Directors from among its members. One member is designated as chairman.
The Board has in March 2017 elected the following to the Nomination Committee:
- Göran Ando (re-elected, chairman since 2013; not independent)
- Liz Hewitt (re-elected, member since 2013; independent)
- Kasim Kutay (elected, member since 2017; not independent)
- Helge Lund (elected, member since 2017; independent)
- Søren Thuesen Pedersen (elected, member since 2017; employee representative, not independent)
The Nomination Committee consists of two members who are independent as defined in the Danish Corporate Governance Recommendations and three members who are non-independent, including the chairman. One member is an employee representative. According to the Danish Corporate Governance Recommendations a majority of the members of a board committee shall qualify as independent. Hence, the composition of the Nomination Committee does not conform to the Danish Corporate Governance Recommendations. This is due to the fact that the Board of Directors finds that the composition of the Nomination Committee allows for a member from the Chairmanship, which consists of two non-independent Board members, a representative of the majority shareholder, who qualifies as a non-independent Board member, as well as an employee representative, who also qualifies as a non-independent Board member, being on the Nomination Committee while maintaining an operational structure of the Nomination Committee with relative few members.
Roles and responsibilities
The Nomination Committee assists the Board with oversight of the competence profile and composition of the Board, nomination of members and committees, and other tasks on an ad hoc basis as specifically decided by the Board.
Nomination Committee Report 2017
The Nomination Committee works according to an Annual Work Plan with fixed agenda items. In addition, the Nomination Committee conducts a search process for potential candidates for the Board.
In 2017, the Nomination Committee met 8 times and dealt with the following matters:
- Reviewed and suggested changes to the Board's Competence Profiles.
- Evaluated the independence criteria relevant for the Board and reviewed the board members’ independence.
- Reviewed the developments in respect of required and desired diversity aspects for the Board and reviewed the composition of the Board in relation to diversity.
- Proposed a new diversity target for the Board.
- Discussed long term succession planning for the Board and identified need for replacements for board members stepping out as well as desired competences to be on the Board.
Search for and recommendation of board members
- Established search profiles, conducted searches, including interviews of candidates and recommended to the Board specific proposals for nomination of individual members for election or re-election at the annual general meeting as chairman, vice chairman and board members and prepared the Board’s recommendation to the annual general meeting.
- Presented to the Board a specific proposal for election or re-election of individual members as board committee members.
Nomination Committee matters and governance
- Endorsed the Annual Work Plan for 2017.
- Conducted a self-assessment including a review of the Nomination Committee Charter.
- Conducted private meetings without the assigned executive being present.
- Endorsed a report on the Nomination Committee’s activities in 2017.
Special focus areas
- Chairman succession – supervised the process for chairman succession.
- Nomination of board candidates – Identification and interviews of candidates with experience and competences within Research & Development, the US pharma market and general management.