The Board of Directors is responsible for the overall strategic direction and supervision of the performance of the company, strategy implementation and the work of Executive Management. The Board may also exercise authorisations granted by the shareholders at the general meetings.

Board members

The Board of Directors currently consists of 13 members, of whom nine were elected by the shareholders at the Annual General Meeting and four were elected by the Danish-based employees of Novo Nordisk A/S. 

Shareholder-elected Board members

Shareholder-elected Board members are elected by the shareholders at the general meetings and are nominated either by the Board or by a shareholder. They serve a one-year term and may be re-elected. Descriptions of Board candidates' qualifications are included in the notice to convene the Annual General Meeting.

Diversity

To ensure that discussions include perspectives relevant for the complex, global healthcare environment, the Board of Directors aspires to be diverse. The Board of Directors has adopted and annually reviews the Competence Profile containing guidelines on desired Board member competences and Board composition including diversity targets for gender and nationality.

For the most recent reporting on diversity for the Board of Directors, please refer to the Corporate Governance Report.

Employee-elected Board members

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. Employee-elected Board members serve for a statutory four-year term, with the next election in 2026, and have the same rights, duties and responsibilities as shareholder-elected Board members.

Independence

Six of the nine shareholder-elected Board members are considered independent as defined by the Danish Corporate Governance Recommendations, while three are considered non-independent as they are either member of the board of directors or executive management of the main shareholder Novo Holdings A/S. Employee-elected Board members are not considered independent according to the Danish Corporate Governance Recommendations.

Board meetings and attendance

The Board ordinarily meets six times a year, including a strategic session over two to three days. Please refer to the Annual Report 2021 on page 46 for a detailed attendance overview, which also includes the attendance for the Board committee meetings.

Except for agenda items reserved for the Board of Directors at each Board meeting, members of Executive Management attend and speak at the Board meetings, without the right to vote, 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.

Board Governance Documents

The Rules of Procedure for the Board of Directors as well as The Competence Profile and Board Committee Charters are available here.

Information about Board members is available here

Chair Committee
The Chair Committee assists the Board of Directors with: the planning of the Board meetings to ensure a balance between overall strategy-setting and financial and managerial supervision of the company; employment, incentive remuneration and performance evaluation of Executive Management; and represents the Board externally.

In March 2022, the shareholders elected the following Chair Committee at the Annual General Meeting:

  • Helge Lund (re-elected, chair since 2018, independent)
  • Henrik Poulsen (elected, vice chair in 2022, not independent)

 

Audit Committee
The Audit Committee assists the Board of Directors with the oversight of: external auditors; the internal audit function; handling complaints reported through the Compliance Hotline; financial and ESG (environmental, social and governance) reporting,); financial risk management system and financial counterpart exposure, business ethics compliance, information security, insurance coverage and special theme reviews.

In March 2022, the Board of Directors elected the following members to the Audit Committee:

  • Laurence Debroux (re-elected, member since 2019 and chair since 2021, independent, financial expert)
  • Sylvie Grégoire (re-elected, member since 2015, independent)
  • Mette Bøjer Jensen (elected, member since 2022, employee-elected Board member, not independent but relies on an exemption)
  • Christina Law (elected, member since 2022, independent)
  • Henrik Poulsen (re-elected, member since 2021, financial expert, not independent but relies on an exemption)

Under the US Securities Exchange Act on Audit Committee requirements, three members qualify as independent, while Henrik Poulsen and Mette Bøjer Jensen rely on an exemption to the independence requirements. In addition, two members, including the chair, have been designated as financial experts as defined by the US Securities and Exchange Commission (SEC). 

 

Nomination Committee
The Nomination Committee assist the Board of Directors with the oversight of: the competence profile and the composition of the Board of Directors; the nomination of members of the Board; the nomination of members of Board committees; the evaluation programme for the Board of Directors and the corporate governance of the company.

In March 2022, the Board of Directors elected the following members to the Nomination Committee:

  • Helge Lund (re-elected, member since 2017, chair since 2018, independent)
  • Sylvie Gregoire (re-elected, member since 2018, independent)
  • Kasim Kutay (re-elected, member since 2017, not independent)
  • Thomas Rantzau (elected, member since 2022, employee-elected Board member, not independent)

 

Remuneration Committee
The Remuneration Committee assists the Board of Directors with the preparation and/or oversight of: the Remuneration Policy for the members of the Board of Directors and Executive Management; the remuneration of the members of the Board of Directors and its committees; the remuneration and employment terms of Executive Management; the Remuneration Report and other reporting.

In March 2022, the Board of Directors elected the following members to the Remuneration Committee:

  • Jeppe Christiansen (re-elected, member since 2015 and chair since 2017, not independent)
  • Elisabeth Dahl Christensen (elected, member since 2022, not independent)
  • Laurence Debroux (re-elected, member since 2021, independent)
  • Martin Mackay (re-elected, member since 2021, independent)
  • Henrik Poulsen (elected, member since 2022, not independent)  

Research & Development Committee
The Research & Development Committee assists the Board of Directors with the oversight of: the Research and Development strategy; the Pipeline and the R&D organisation.

In March 2022, the Board of Directors elected the following members to the Research & Development Committee:

  • Martin Mackay (re-elected, member and chair since 2018, independent)
  • Andreas Fibig (elected, member since 2022, independent)
  • Sylvie Gregoire (re-elected, member since the establishment in 2017, independent)
  • Liselotte Hyveled (elected, member since 2022, employee-elected Board member, not independent)
  • Kasim Kutay (elected, member since 2020, not independent)

 

Committee meetings and activities
Please refer to the Annual Report for a detailed meeting attendance overview for all committees in the past financial year.

For a more detailed description of all the committees and their activities in the past year, please refer to the Corporate Governance Report available here.

Board Committee Charters are available under Board Governance Documents.

Evaluation
The Board conducts an annual evaluation to improve the performance of the Board and the cooperation with Executive Management. A description of the annual Board evaluation procedure and the outcome are included in our Corporate Governance Report.

The Board Committees also conduct an annual evaluation. The evaluation by the Committees is based on written questionnaires.

The performance of and collaboration with Executive Management is continuously evaluated by the Board including as part of the annual Board evaluation, and once a year the chair of the Board also conducts a formal interview with each executive.

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.

The Board of Directors has adopted and annually reviews “The Competence Profile of the Board of Directors of Novo Nordisk A/S” containing guidelines on desired Board member competences and Board composition including diversity targets for gender and nationality. 

Board remuneration is governed by the applicable Remuneration Policy  adopted by the Annual General Meeting. 

Remuneration to Board members is described in the Remuneration Report. The Remuneration Report is submitted to the Annual General Meeting for an advisory vote.

Board Remuneration 2022
Each Board member receives a fixed base fee per year. Ordinary Board members receive a fixed amount (the base fee) while the Chair Committee receives a multiplier thereof. Service on Board Committees entitles members to receive a multiplier of the fixed base fee in addition to their board membership fee. 

In March 2022, the Annual General Meeting approved the following remuneration level for 2022: 

  Board Audit committee Nomination, Remuneration and R&D Committees
  Multiplier DKK Multiplier DKK Multiplier DKK
Chair 3.00 2,208,000 +1.00 +736,000 +0.50 +368,000
Vice chair 2.00 1,472,000 N/A N/A N/A N/A
Member 1.00 755,000 +0.50 +377,500 +0.25 +188,750

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Travel allowance
All Board members are paid a fixed travel allowance per Board meeting and per Board committee meeting attended in person. Consequently, no travel allowance is paid to Board members when no travel is required to attend Board meetings or Board committee meetings.

In March 2022, the Annual General Meeting approved the following travel allowance level for 2022: 

Travel allowances for board meetings and committee meetings*
In home country with 5 hours or more air travel DKK 40,500 per meeting
Outside home country but on home continent DKK 40,500 per meeting
On another continent than the home country DKK 81,000 per meeting

*Expenses, such as travel and accommodation in relation to meetings are reimbursed in addition to the travel allowance.

Other fees and expenses
For information about payments of social security taxes and travel, accommodation and education expenses, as well as fees for ad hoc tasks outside Board members’ normal duties please refer to the Remuneration Policy and Remuneration Report.

Variable remuneration
Board members are not offered stock options, warrants or participation in other incentive schemes.