Shareholders have the ultimate authority over the company and exercise their right to make decisions regarding Novo Nordisk at general meetings, either in person, by proxy or by correspondence.
General meetings shall be called with 3-5 weeks and in practice with
approximately three to four weeks' notice. The agenda is accompanied
by a combined proxy and voting form enabling the shareholder to vote
specifically on each item.
The Annual General Meeting approves the annual report and any amendments to the articles of association. The general meeting elects the chair, the vice chair and 2-8 other members of the Board of Directors as well as the auditor. Resolutions can generally be passed by a simple majority, however, resolutions to amend the articles require at least two thirds of votes cast and capital represented unless other adoption requirements are imposed by the Danish Companies Act.
A shareholder’s right to attend and vote at a general meeting is determined by shares owned at the record date, which is one week prior to the general meeting. The deadline for applying for an admission card to a general meeting is no later than three days prior to the general meeting.
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.
All documents relating to general meetings are published on Novo Nordisk’s website at least three weeks prior to the general meeting.
General meetings are held in English, however proposals may be submitted and questions may be asked in Danish. Simultaneous interpretation between English and Danish is available and the meeting is web cast live (2020) and available for streaming after the meeting. The Board of Directors has decided that, currently, general meetings should be conducted by attendance in person. Shareholders may, however, vote by proxy or correspondence (written votes), either electronically or by mail.
Resolutions passed at general meetings are published immediately after the close of the meeting and the minutes are disclosed.
Normally, Novo Nordisk host an informal information meeting conducted in Danish for the company's shareholders' shortly after the annual general meeting.
In connection with the Annual General Meeting in March 2020, it was decided to cancel the informal Shareholders’ Meeting in order to minimise the risk of spreading the coronavirus and to adhere to recommendations from the Danish authorities.
Novo Nordisk decided not to postpone the Annual General Meeting 2020. The reasons for this were partly the uncertainty as to how long Denmark was going to be impacted by the coronavirus situation, and partly the wish to honour our shareholders’ expectations of receiving dividend payments as planned.
Novo Nordisk requested shareholders not to attend the Annual General Meeting 2020 in person to comply with all instructions and precautions taken by the Danish authorities for the safety of the general public. Novo Nordisk encouraged shareholders to vote in advance and to follow the meeting via the live webcast. Further, Novo Nordisk was only represented by a few members of the Board and Executive Management.