The Remuneration Committee

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:

  • Jeppe Christiansen (re-elected, member since 2015 and chairman since 2017; not independent)
  • Kasim Kutay (elected, member since 2017; not independent)
  • Anne Marie Kverneland (elected, member since 2017; employee representative; not independent)


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.  
 

Independence

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.

Roles and responsibilities

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.
 

Remuneration Committee Report 2016

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

  • Reviewed and recommended to the Board changes to the Remuneration Policy to be approved by the Annual General Meeting.
     

Remuneration of the members of the Board of Directors and its committees

  • Reviewed Danish, Nordic and European Benchmark Data on Board and Board Committee remuneration and recommended to the Board the remuneration levels, multiples and allowances for 2017 to be approved by the Annual General Meeting.
     

Remuneration of the members of Executive Management

  • Reviewed proposal on shareholding requirements for the Executive Management
  • Reviewed the remuneration of the executive management and proposed to the Board the remuneration levels for the executives after the reorganisation in September 2016 of the executive management.
  • Reviewed key employment terms for the executives and endorsed changes therein
  • Reviewed the inclusion criteria for the peer group in the Danish, Nordic and European benchmark and endorsed changes therein.
  • Reviewed Danish, Nordic and European Benchmark Data on executive remuneration and recommended to the Board the remuneration level for 2017.
  • Reviewed the long term incentive programme for the Executive Management and other members of the senior management board and recommended to the Board the structure of the programme for 2017.

 

Reporting on Remuneration of the members of Executive Management

  • Reviewed recommendations in Internal Audit’s report on executive management remuneration.
  • Reviewed and recommended to the Board the Remuneration Report for 2016 to form part of the company’s Annual Report 2016.

 

Remuneration Committee matters and governance

  • Endorsed the Annual Work Plan for 2017.
  • Conducted a self-assessment including a review of the Remuneration Committee Charter.
  • Conducted private meetings without the assigned executive being present.
  • Endorsed the report on the Remuneration Committee’s activities in 2016.