The Board of Directors: determines the company’s overall strategy and oversees the implementation of the strategy and the performance of the company; ensures adequate management and organisation; and, as such, actively contributes to developing the company as a focused, sustainable, global pharmaceutical company. Further, the Board supervises Executive Management. The Board may distribute extraordinary dividends and issue new shares in accordance with the Articles of Association and repurchase shares in accordance with authorisations granted by the shareholders at the Annual General Meeting in 2021 and as recorded in the meeting minutes.
The Board of Directors consists of 12 members, of whom eight are elected by the shareholders at the Annual General Meeting and four are elected by the Danish-based employees. Board members must retire at the first general meeting after reaching the age of 70.
In relation to the composition of the Board of Directors, the guiding principle is that it should be composed of individuals whose particular knowledge and experience enables the Board of Directors as a whole to attend to the interests of shareholders, employees and other stakeholders.
Shareholder-elected Board members are elected by the shareholders at the general meetings. Such Board members are nominated by either the Board or a shareholder. Shareholder-elected Board members serve a one-year term and may be re-elected. At the Annual General Meeting in 2021 seven shareholder-elected Board members were re-elected and one Board member was elected by the shareholders for the first time.
The Nomination Committee presents proposals for election or re-election of shareholder-elected Board members to the Board of Directors. When recommending candidates to be nominated by the Board, the Nomination Committee considers factors such as the balance between renewal and continuity, the desired competences and experience, the performance of the individual Board members, the ambition for diversity as well as independence considerations. The Board of Directors has determined a competence profile for the shareholder-elected Board members. Shareholder-elected Board members should possess integrity, accountability, fairness, financial literacy, commitment, desire for innovation and a corporate social responsible mindset. Additionally, the collective competences of the shareholder-elected Board members should include experience within: Global corporate leadership; Healthcare and pharma industry; Medicine & science; Technology; Finance & accounting; Business development, M&A and external innovation sourcing; Human capital management; and Environmental, social & governance (ESG). The Competence Profile is reviewed annually by the Board.
To ensure that discussions include multiple perspectives representing the complex, global pharmaceutical environment, the Board aspires to be diverse in gender and nationality. The Board has in December 2020 renewed its diversity ambition among shareholder-elected Board members. By 2024, it is the aim that at least two members are of Nordic nationality and two of non-Nordic nationality. The aim is also to have at least three shareholder-elected Board members of each gender.
As of 25 March 2021, our shareholder-elected Board members consisted of three Nordic members and five non-Nordic members. Of these, two members were female and six were male. Thus, the Board of Directors fulfilled its nationality ambition but did not fulfilled its gender ambition. When including the employee-elected Board members, seven members were Nordic and five were non-Nordic. Of these, four were female and eight were male.
Descriptions of the candidates' qualifications is included in the notice to convene the Annual General Meeting.
According to the Danish Companies Act, the employees of Novo Nordisk are entitled to be represented by half of the total shareholder-elected Board members. All Danish-based employees of Novo Nordisk A/S employed on the day the election date is made public as well as on the day of election, may vote. In 2018, four employee-elected Board members were elected.
Employee-elected Board members serve for a statutory four-year term, with the next election in 2022, and have the same rights, duties and responsibilities as shareholder-elected Board members.
To be eligible for election the employee must have been employed by Novo Nordisk at least one year and be at least 18 years of age. The election is carried out by an election committee that is responsible for ensuring that the election is done correctly. The election committee amongst other things handle the distribution of voting form and counting of votes. In 2018, the election was conducted by electronic voting. Candidates are elected by simple majority. If there are no more candidates than seats, the candidates are elected automatically. When the election has been completed the election committee publishes the result and ensures that the employee elected Board members are registered as Board members of the company with the Danish Business Authority. The employee-elected Board members take office on the day of the Annual General Meeting.
Five of the eight shareholder-elected Board members are independent, as defined by the Danish Corporate Governance Recommendations, while three shareholder-elected Board members are considered non-independent as they are related to the main shareholder Novo Holdings A/S as members of either the Board of Directors or Executive Management of Novo Holdings A/S. Employee-elected Board members are considered non-independent according to the Danish Corporate Governance Recommendations.
New Board members undergo an induction programme equivalent to two full days during their first year on the Board and subsequently participate in educational activities as required to update and refresh their competences and knowledge, including issues related to environmental and social risks and opportunities.
The collective training needs of the entire Board are reviewed annually by the Chairmanship and it is a fixed part of the Annual Wheel for the Board to have two half day training programs per year within topics relevant for the Board. In addition potential individual training needs are reviewed annually in connection with the Board evaluation.
The Board ordinarily meets seven times a year, including a strategic session over two to three days. In 2020, the Board of Directors conducted nine Board meetings, of which eight Board meetings were held electronically as a consequence of COVID-19. All members attended all Board meetings within the member’s term in 2020, except two Board members who were excused from one meeting within the member’s term in 2020. Please refer to the Annual Report 2020 on page 44 for a detailed attendance overview, which also includes the attendance for the Board committee meetings.
With the exception of agenda items reserved for the Board's internal discussion at each meeting, executives attend and may speak, without voting rights, at Board meetings to ensure that the Board is adequately informed of the company’s operations. Executives' regular feedback from meetings with investors allows Board members an insight into major shareholders' views of Novo Nordisk.
Novo Nordisk has issued rules on Board members' and executives' trading in Novo Nordisk shares. Consequently, trading is only permitted within a 15-calendar day open window period after each quarterly financial release. Novo Nordisk shall be notified immediately after such trading and Novo Nordisk will publish such trading via the stock exchanges, as and when required by law. The rules apply also to persons associated with a Board member or an executive (i.e. family) as well as their companies.