The Remuneration Committee consists of up to five members elected by the Board from among its members. One member is designated as chairman.
The Board has in March 2017 elected the following to the Remuneration Committee:
The fourth member, who was elected by the Board in March 2017, has stepped down from the Board of Directors as of 16 May 2017.
Currently all three members qualify as non-independent pursuant to the Danish Corporate Governance Recommendations, 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 Remuneration 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 Remuneration Committee allows for a member from the Chairmanship, which consists of two non-independent Board members, as well as an employee representative, who also qualifies as a non-independent Board member, being on the Remuneration Committee while maintaining an operational structure of the Remuneration Committee with relative few members.
The Remuneration Committee assists the Board with oversight of the remuneration policy for the members of the Board of Directors and Executive Management including guidelines on incentive pay to Executive Management in the company referred to as “The principles for remuneration of Board members and executives in Novo Nordisk A/S”, the remuneration of the members of the Board of Directors and its committees, the remuneration of the members of Executive Management, and other tasks on an ad hoc basis as specifically decided by the Board.
Until the establishment of the Remuneration Committee in 2015, these responsibilities have previously been the responsibility of the Chairmanship.
The Remuneration Committee works according to an Annual Work Plan with fixed agenda items. In addition, the Remuneration Committee meets when developments require additional meetings.
In 2016 the Remuneration Committee met 4 times and dealt with the following matters:
Remuneration policy for the members of the Board of Directors and Executive Management
Remuneration of the members of the Board of Directors and its committees
Remuneration of the members of Executive Management
Reporting on Remuneration of the members of Executive Management
Remuneration Committee matters and governance