Chairmanship

The annual general meeting directly elects the chair and vice chair of the Board of Directors of Novo Nordisk A/S. In March 2020, the Annual General Meeting re-elected Helge Lund as chair and re-elected Jeppe Christiansen as vice chair. Helge Lund was elected as chair in 2017 and Jeppe Christiansen was elected as vice chair in connection with his first election in 2013.

Roles and responsibilities

The Chairmanship assists the Board of Directors in the planning of Board meetings, employment of Executive Management and other assignments as decided by the Board.

Independence

The chair is considered independent and the vice chair is considered non-independent, as he is a board member of the main shareholder, Novo Holdings A/S.

Attendance

In 2019, the Chairmanship conducted eight meetings. The chair attended all meetings in 2019 and the vice chair was excused from two meetings in 2019. Please refer to the Annual Report 2019 on p. 39 for a detailed attendance overview for the Chairmanship.

Chairmanship report for 2019

The Chairmanship works according to an Annual Work Plan with fixed agenda items. In addition, the Chairmanship requests ad hoc topics to be discussed at their meetings.

In 2019, the Chairmanship met eight times and dealt with the following matters:

Board matters and governance

  • Prepared the Board’s Annual Wheel for 2020.
  • Prepared each Board meeting including preparation of the agenda and review of key recommendations to the Board regarding business performance and proposals for budgets/targets, business plans, strategies/policies, investments, financial reporting, shareholders meetings and ensured follow up on decisions made by the Board.
  • Reviewed and suggested changes to the documents governing the Board and committees, incl. the Rules of Procedure of the Board, the Chairmanship Charter, charters for the Board committees and the Guidelines for Executive Management.
  • Conducted the annual review of the company’s takeover response capabilities.
  • Conducted a review of the company’s investment portfolio.
     

Annual General Meeting and shareholders

  • Reviewed the recommended agenda for the 2019 Annual General Meeting.
  • Conducted meetings with 8 of Novo Nordisk’s large shareholders.
     

Executive Management and organisation

  • Reviewed the organisational structure and employee composition as well as the future need for competences.
  • Reviewed the composition of and the succession plan for the Executive Management, including the appointments to the Executive Management.
  • Reviewed the achievement of the LTIP 2018 targets and recommended to the Board the targets for LTIP 2019.
  • Conducted the annual performance evaluation of the Executive Management.
     

Special focus areas

  • Commercialisation – commercial execution within the therapy areas and in different markets.
  • External innovation – partnering and acquisition to access external innovation.
  • Organisational development – talent and leadership development, supervising the changes in Executive Management and development of the company culture.