The Remuneration Committee consists of up to five members elected by the Board from among its members. One member is designated as chairman and one member is an employee representative.
The Board of Directors has in March 2018 elected the following members to the Remuneration Committee:
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.
The Remuneration Committee consists of two non-independent members, including the chairman, and two independent members pursuant to the Danish Corporate Governance Recommendations. 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 who is a representative of the majority shareholder and an employee representative, who both qualify as non-independent Board members, being on the Remuneration Committee while maintaining an operational structure of the Remuneration Committee with relative few members.
The Remuneration Committee conducted five meetings in 2017. The members of the Remuneration Committee participated in all meetings within the member’s term in 2017. Please refer to the Annual Report 2017 on pp 54-55 for a detailed attendance overview.
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 2017, the Remuneration Committee met five 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
Special focus areas