Novo Nordisk’s B shares are listed on Nasdaq Copenhagen and on the New York Stock Exchange (NYSE) as American Depository Receipts (ADRs). Novo Nordisk reports on the Danish Corporate Governance Recommendations designated by Nasdaq Copenhagen, and – as a foreign private issuer – to the Corporate Governance Standards of NYSE except that these standards allow Novo Nordisk to continue to apply Danish corporate governance practices with some exceptions.
For a review of Novo Nordisk's compliance with and explanations
to the applicable Danish Corporate Governance Recommendations and
the NYSE Corporate Governance Standards, please refer to the
section ‘ Corporate Governance
Reporting ’.
Novo Nordisk strives to conduct its activities in a financially, environmentally and socially responsible way. This statement expresses the Triple Bottom Line principle which is a lens for decision-making that supports long-term success by creating shared value for society and investors. It is anchored in the company’s Articles of Association and in the Novo Nordisk Way.
The Novo Nordisk Way is the value-based management system. It makes it clear to employees what Novo Nordisk’s values and ambitions are and how the company will achieve them. The Novo Nordisk Way is supported by specific policies in areas relevant across the organisation.
As of 8 November 2024, the A shares held by Novo Holdings A/S represented 24.07% of the total share capital and 76.02% of the total votes of Novo Nordisk. In addition, the B shares held by Novo Holdings A/S represented 3.98% of the total share capital and 1.26% of the total votes. In total, as of 8 November 2024 Novo Holdings A/S’ ownership amounted to 28.05% of share capital and 77.28% of votes of Novo Nordisk. Treasury shares are included in the above, however voting rights of treasury shares cannot be exercised.
Novo Holdings A/S is wholly owned by the Novo Nordisk Foundation. The Novo Nordisk Foundation has a dual objective: to provide a stable basis for the commercial and research activities conducted by the companies within the Novo Group (of which Novo Nordisk A/S is that largest) and to support scientific, humanitarian, and social purposes.
Novo Nordisk is not aware of the existence of any agreements between shareholders on the exercise of votes or control.
The stake held by Board members and employees cannot be determined exactly. However, Novo Nordisk estimated that as of January 30, 2024, the B shares held by Novo Nordisk’s Board members and employees represented less than 1% of the beneficial ownership of the Company.
Novo Nordisk A/S is incorporated in Denmark and is a public limited liability company.
Novo Nordisk’s share capital is DKK 446,500,000, which is divided
into an A share capital of nominally DKK 107,487,200 and a B share
capital of nominally DKK 339,012,800.
All A shares are held by Novo Holdings A/S, a Danish private limited
liability company wholly-owned by the Danish self-governing
foundation, the Novo Nordisk Foundation. Please see further
information in “Ownership Structure”.
The A shares are not listed but are in principle transferable.
However, according to the Articles of Association of the Novo Nordisk
Foundation, the A shares cannot be divested by Novo Holdings A/S or
the Foundation.
The B shares are listed on Nasdaq Copenhagen under the ticker “NOVO
B” and on the New York Stock Exchange (NYSE) as American Depository
Receipts (ADRs) under the ticker “NVO” and are fully
transferable.
Each A share of DKK 0.01 carries 10 votes, whereas each B share of DKK 0.01 carries one vote. Thus, each B share of DKK 0.1 (the present denomination of the company's shares) carries 10 votes and each A share of DKK 0.1 carries 100 votes.
The current differentiation of voting rights cannot be revoked, as
this would violate the Articles of Association of the Novo Nordisk
Foundation, which have been approved by the Danish Foundation
Authority.
On 13 September 2023 the B shares were split in a two-for-one ratio
and the trading unit of the B shares listed on Nasdaq Copenhagen was
changed from DKK 0.2 to DKK0.1. On 20 September 2023, each of Novo
Nordisk’s American Depository Receipts (ADRs) listed on New York Stock
Exchange will also be split in a two-for-one ratio. Hence, the ratio
of B shares to ADRs listed on the New York Stock Exchange remains
1:1.
Special rights are attached to A shares as further specified in
the Articles of Association
General meetings shall be called with 3-5 weeks’ notice.
Among others, the Annual General Meeting approves the Annual Report, any amendments to the Articles of Association, elects the chair, the vice chair and 2-8 other members of the Board of Directors as well as the independent auditor.
All shareholders may, no later than 6 weeks prior to the general meeting, request that proposals for resolution be included on the agenda. All shareholders may also ask questions at the general meetings. Moreover, all shareholders can observe the general meeting through a digital transmission.
All documents relating to general meetings are published on Novo Nordisk’s website at least three weeks prior to the general meeting. Information about most current Annual General Meeting can be found here.
Normally, Novo Nordisk hosts an informal shareholder meeting conducted in Danish for the company's shareholders shortly after the Annual General Meeting.
Documents relating to the Annual General Meetings held since 2017 are available here.
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.
The Board of Directors currently consists of 12 members, of whom eight 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 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.
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.
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.
Six of the eight shareholder-elected Board members are considered independent as defined by the Danish Corporate Governance Recommendations, while two 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.
The Board ordinarily meets six times a year, including a strategic session over two to three days. Please refer to the Annual Report 2023 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.
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 2024, the shareholders elected the following Chair Committee at the Annual General Meeting:
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 2024, the Board of Directors elected the following members
to the Audit Committee:
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).
People and Governance Committee
The People and Governance Committee assist the Board of
Directors with the oversight of: the Novo Nordisk company culture,
leadership and organisational development, 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.
Until March 2024 the Board of Directors had a Nomination Committee the roles and responsibilities of which was then expanded. At the same time the committee was renamed People and Governance Committee.
In March 2024, the Board of Directors elected the following members to the People and Governance Committee (previously the Nomination Committee):
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 2024, the Board of Directors elected the following members to the Remuneration Committee:
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 2024, the Board of Directors elected the following members to the Research & Development Committee:
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 further down this page.
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.
Board evaluation 2023
The 2023 Board evaluation process
was led by an external consultant. The external consultant observed
the Board and committee meetings in May 2023 and part of the Board
meeting in June 2023, following which the consultant conducted
individual interviews with all Board members, the CEO, all members of
Executive Management, the Board Secretary, and external advisors to
the Board. The interviews covered topics such as Board performance,
effectiveness, composition, time commitment, succession, and the
collaboration between the Board and Executive Management. The result
of the Board evaluation was discussed by both the Nomination Committee
and Chair Committee in October 2023 prior to the results being
presented and discussed at the November Board meeting. In addition the
chair met with each Board member to discuss feedback on their
individual performance. Each Board member assessed and discussed with
the chair how much time is required to perform the board duties and
all Board members confirmed that they have sufficient time to meet
their obligations as Board members of Novo Nordisk. An external
evaluation was similarly conducted for the Audit Committee, the
Nomination Committee, the Remuneration Committee, and the Research
& Development Committee.
Overall, the 2023 Board evaluation revealed good performance by the Board, with a constructive and supportive culture and strong collaboration between the Board and Executive Management. All Board committees also demonstrated good performance. Key focus areas for the Board of Directors in 2024 are continued focus on longer-term strategic dilemmas and associated risks, bringing outside-in perspectives to Board discussions, culture and organisational development, and succession planning.
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 2024
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 2024, the Annual General Meeting approved the following remuneration level for 2024:
Board | Audit committee | R&D Committee | People &
Governance and Remuneration Committees | |||||
Multiplier | DKK | Multiplier | DKK | Multiplier | DKK | Multiplier | DKK | |
Chair | 4.00 | 3,360,000 | +1.00 | +840,000 | +0.75 | +630,000 | +0.50 | +420,000 |
Vice chair | 2.00 | 1,680,000 | N/A | N/A | N/A | N/A | N/A | N/A |
Member | 1.00 | 840,000 | +0.50 | +420,000 | +0.50 | +420,000 | +0.25 | +210,000 |
If you have an issue loading the table, view here.
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 2024, the Annual General Meeting approved the following travel allowance level for 2024:
Travel allowances for board meetings and committee meetings* | |
In home country with 5 hours or more air travel | DKK 42,000 per meeting |
Outside home country but on home continent | DKK 42,000 per meeting |
On another continent than the home country | DKK 84,000 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.
Employment of executives
The Board of Directors appoints
members of Executive Management and determines their remuneration.
The Chair Committee reviews the performance of the executives. As part of the Organisational Development Process, succession planning is reviewed by the Board.
Executive Committees
The Executive Management has
established a number of executive committees to assist or implement
Executive Management's decisions. To ensure the organisational
implementation of our strategy, Executive Management has established a
Management Board consisting of the chief executive officer, executive
vice presidents and senior vice presidents.
Further, executive committees include the Research Portfolio Committee responsible for management of the research portfolio and the early device portfolio, the Product Development Committee responsible for management of the product development and device portfolios and the Disclosure Committee overseeing Novo Nordisk’s disclosures to the capital markets.
Information about Executive Management members is available here.
Executive remuneration is governed by the applicable Remuneration Policy adopted at the Annual General Meeting, while the Remuneration Principles adopted by the Annual General Meeting in 2019 still governs long term incentive programmes granted to executives until 2020.
The remuneration consists of a fixed base salary, a short-term cash-based incentive, a long-term share-based incentive, a pension contribution, and other benefits.
Remuneration to Executive Management members is further described in the Remuneration Report, which is submitted to the Annual General Meeting for an advisory vote.
View the latest Annual Report.
Novo Nordisk prepares an annual Corporate Governance Report that, among other, describes Novo Nordisk’s compliance with and explanations to the applicable corporate governance standards designated by Nasdaq Copenhagen and the New York Stock Exchange where Novo Nordisk is listed. The statutory Corporate Governance Report is prepared in accordance with Section 107 b of the Danish Financial Statements Act (in Danish: "Redegørelse for virksomhedsledelse, jf. årsregnskabslovens § 107 b").
Novo Nordisk’s Corporate Governance Reports can be found below:
A detailed review of Novo Nordisk compliance with both the Danish Corporate Governance Recommendations and NYSE Corporate Governance standards can be found in the 2023 Corporate Governance Report.
English: 2024 | 2023 | 2022 | 2021 | 2020 | 2019 | 2018 | 2017
Dansk: 2024 | 2023 | 2022 | 2021 | 2020 | 2019 | 2018 | 2017
Minutes and voting results from Annual General Meeting 2023
Company Announcement regarding convening Annual General Meeting 2023
Notice to convene Annual General Meeting 2023, incl. agenda and complete proposals
Proposed Articles of Association 2023
Proposed Remuneration Policy 2023
Corporate Governance Report 2023
ADR Holders - proxy mailing 2023
Presentation from Annual General Meeting 2023
Referat og afstemningsresultat fra Ordinær Generalforsamling 2023
Indkaldelse til Ordinær Generalforsamling 2023, inkl. dagsorden og fuldstændige forslag
Forslag til Vederlagspolitik 2023
Præsentation fra Ordinær Generalforsamling
2023
Ordinær Generalforsamling webcast 2023
Minutes and voting results from Annual General Meeting 2022
Company Announcement regarding convening Annual General Meeting 2022
Notice to convene Annual General Meeting 2022, incl. agenda and complete proposals
Proposed Articles of Association 2022
Proposed Remuneration Policy 2022
Corporate Governance Report 2021
ADR Holders - proxy mailing 2022
Presentation from Annual General Meeting 2022
Referat og afstemningsresultat fra Ordinær Generalforsamling 2022
Indkaldelse til Ordinær Generalforsamling 2022, inkl. dagsorden og fuldstændige forslag
Forslag til Vederlagspolitik 2022
Præsentation fra Ordinær Generalforsamling
2022
Ordinær Generalforsamling webcast 2022
Minutes and voting results from Annual General Meeting 2021
Company Announcement regarding convening Annual General Meeting 2021
Notice to convene Annual General Meeting 2021, incl. agenda and complete proposals
Proposed Articles of Association 2021
Proposed Remuneration Policy 2021
Corporate Governance Report 2020
ADR Holders - proxy mailing 2021
Presentation from Annual General Meeting 2021
Referat og afstemningsresultat fra Ordinær Generalforsamling 2021
Indkaldelse til Ordinær Generalforsamling 2021, inkl. dagsorden og fuldstændige forslag
Forslag til Vederlagspolitik 2021
Præsentation fra Ordinær Generalforsamling
2021
Ordinær Generalforsamling webcast 2021
Minutes and voting results from Annual General Meeting 2020
Company Announcement regarding convening Annual General Meeting 2020
Notice to convene Annual General Meeting 2020, incl. agenda and complete proposals
Proposed Articles of Association 2020
Proposed Remuneration Policy 2020
Corporate Governance Report 2019
ADR Holders - proxy mailing 2020
Presentation from Annual General Meeting 2020
Referat og afstemningsresultat fra Ordinær Generalforsamling 2020
Indkaldelse til Ordinær Generalforsamling 2020, inkl. dagsorden og fuldstændige forslag
Forslag til Vederlagspolitik 2020
Præsentation fra Ordinær Generalforsamling
2020
Ordinær Generalforsamling webcast 2020
Minutes and voting results from Annual General Meeting 2019
Company Announcement regarding convening Annual General Meeting 2019
Notice to convene Annual General Meeting 2019, incl. agenda and complete proposals
Proposed Articles of Association 2019
Proposed Remuneration Principles 2019
Corporate Governance Report 2018
ADR Holders - proxy mailing 2019
Presentation from Annual General Meeting 2019
Referat og afstemningsresultat fra Ordinær Generalforsamling 2019
Indkaldelse til Ordinær Generalforsamling 2019, inkl. dagsorden og fuldstændige forslag
Forslag til Aflønningsprincipper 2019
Præsentation fra Ordinær Generalforsamling 2019
Ordinær Generalforsamling webcast 2019
Minutes from Annual General Meeting 2018
Company Announcement regarding convening Annual General Meeting 2018
Notice to convene Annual General Meeting 2018, incl. agenda and complete proposals
Proposed Articles of Association 2018
Proposed Remuneration Principles 2018
Corporate Governance Report 2017
ADR Holders - proxy mailing 2018
Presentation from Annual General Meeting 2018
Referat og afstemningsresultat fra Ordinær Generalforsamling 2018
Indkaldelse til Ordinær Generalforsamling 2018, inkl. dagsorden og fuldstændige forslag
Forslag til Aflønningsprincipper 2018
Præsentation fra Ordinær Generalforsamling 2018
Ordinær Generalforsamling webcast 2018
Minutes and voting results from Annual General Meeting 2017
Company Announcement regarding convening Annual General Meeting 2017
Notice to convene Annual General Meeting 2017, incl. agenda and complete proposals
Proposed Articles of Association 2017
Proposed Remuneration Principles 2017
Corporate Governance Report 2016
ADR Holders - proxy mailing 2017
Presentation from Annual General Meeting 2017
Referat fra Ordinær Generalforsamling 2017
Indkaldelse til Ordinær Generalforsamling 2017, inkl. dagsorden og fuldstændige forslag