The audit committee has up to five members elected by the Board of Directors from among its members. One member is designated as chair and one member is an employee representative.
The Board of Directors has in March 2020 elected the following members to the Audit Committee:
The Audit Committee assists the Board with oversight of a) the external auditors, b) the internal audit function, c) the procedure for handling complaints reported through the Compliance Hotline (whistleblowing), d) financial, social and environmental reporting, e) business ethics compliance, f) information security, g) insurance coverage and h) special theme reviews and other tasks on an ad hoc basis as specifically decided by the Board of Directors.
Under Danish law, the statutory external auditor is elected by
the shareholders. All shareholders as well as the Board have the
right to propose candidates for election. The Audit Committee
recommends to the Board the statutory external auditor to be
nominated by the Board and elected by the shareholders at the annual
As part of its oversight of external reporting, the Audit
Committee discusses significant legal and tax issues with the chief
financial officer, head of finance & compliance, the general
counsel, head of group internal audit and the external auditors. The
chief financial officer is charged with responsibility for the tax
strategy and policy, which is endorsed by the Board of
Pursuant to the US Securities Exchange Act four members qualify as independent, including the chair, while one member, the employee representative, relies 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).
Under Danish law, four members qualify as independent as defined
in the Danish Corporate Governance Recommendations, including the
chair, and one member, who is an employee representative, qualifies
as non-independent. 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 Audit Committee
adheres to the Danish Corporate Governance Recommendations. In
addition, two members have competences in accounting and auditing and
the members of the Audit Committee collectively have competences
relevant to the healthcare industry as required by the Danish Act on
Approved Auditors and Audit Firms.
In 2019, the Audit Committee conducted four meetings. All Audit Committee members attended all committee meetings within the member’s term in 2019 except one member who was excused from two meetings within the member’s term in 2019. Please refer to the Annual Report 2019 on p. 39 for a detailed attendance overview.
Concerns of possible business ethics misconduct, financial fraud, breaches of the Novo Nordisk Way or quality misconduct may be raised anonymously by employees and other stakeholders through the global Compliance Hotline. Complaints made through the Compliance Hotline are received by the Audit Committee Secretariat. Complaint handling is monitored by the Board of Directors or the Audit Committee, depending on the nature of the complaint. As such the hotline works independently of Executive Management. The Compliance Hotline is available by telephone and online in multiple languages.
Discussed with the CFO, Head of Finance and Compliance, the General Counsel, Head of Group Internal Audit and the external auditors:
The Audit Committee performed a review of: