The Nomination Committee assists the Board of Directors with: the competence profile and composition of the Board of Directors; nomination of members for the Board of Directors and Board Committees; annual evaluation of the Board; and the corporate governance of the company.
The Nomination Committee has four members elected by the Board of Directors from among its members. One member is designated as chair and once member is an employee-elected Board member.
In March 2021, the Board of Directors elected the following members to the Nomination Committee:
- Helge Lund (re-elected, member since 2017, chair since 2018)
- Sylvie Gregoire (re-elected, member since 2018)
- Mette Bøjer Jensen (re-elected, member since 2018, employee-elected Board member)
- Kasim Kutay (re-elected, member since 2017)
Out of the four members of the Nomination Committee, two members qualify as independent as defined in the Danish Corporate Governance Recommendations, including the chair, while Kasim Kutay and Mette Bøjer Jensen qualify as non-independent given that Kasim Kutay is an executive of the main shareholder Novo Holdings A/S and Mette Bøjer Jensen an employee-elected Board member. According to the Danish Corporate Governance Recommendations a majority of the members of a board committee should qualify as independent. Hence, the composition of the Nomination Committee does not adhere to the Danish Corporate Governance Recommendations. This is due to the fact that the Board of Directors finds that the composition of the Nomination Committee allows for a representative of the main shareholder as well as an employee-elected Board member, both qualifying as non-independent, being on the Nomination Committee while maintaining an operational structure of the Nomination Committee with relative few members.
The Nomination Committee conducted four meetings in 2020. All Nomination Committee members attended all committee meetings within the member’s term in 2020.
- Reviewed the desired competences to be represented on the Board.
- Reviewed the Board members’ competences based on the desired competences.
- Reviewed the Competency Profile of the Board, including the diversity ambition for the Board and recommended to the Board a revision of the diversity ambition.
- Reviewed the composition of the Board and discussed long term succession planning.
- Established search profile, conducted search, including interviews of potential candidates and recommended to the Board specific proposals for the nomination of individual members to be elected at the Annual General Meeting as Chairman, Vice Chairman and board members.
- Reviewed feedback from stakeholders on the candidates nominated for the AGM 2020.
- Reviewed the composition of the Board committees and recommended to the Board specific proposals for the election of individual members as Board committee members.
- Approved the scope and approach of the Board evaluation in 2020.
- Endorsed the external consultant to facilitate the Board evaluation 2020.
- Endorsed the Annual Work Plan for 2020.
- Discussed the approach to the 2020 Board evaluation process.
- Reviewed the Nomination Committee charter.
- Conducted private meetings without the assigned executive being present.
- Endorsed a report on the Nomination Committee’s activities.
- Nomination of Board candidates – reviewed the composition of the Board, identified and interviewed candidates and considered the long-term succession planning.
- Competences – reviewed the desired competences to be represented on the Board.
