Corporate governance recommendations and practices

As an international company listed on the stock exchange in Copenhagen and on the stock exchange in New York as American Depository Receipts (ADRs), Novo Nordisk is subject to the Danish Corporate Governance Recommendations designated by Nasdaq Copenhagen, and - as a foreign listed private issuer – to the Corporate Governance Listing Standards on New York Stock Exchange as stated in the Listed Company Manual.

Danish corporate governance recommendations

Revised Danish Corporate Governance Recommendations were introduced in November 2017. Novo Nordisk adheres to all of the Danish Corporate Governance Recommendations designated by Nasdaq Copenhagen except the following five:

  • 3.3.2 - Disclosure of additional information about Board members: Information on matters such as number of shares owned and changes during the year is disclosed in the Remuneration Report 2019 and not in the management commentary.
  • 3.4.2 Independence of Board committees: the majority of the members of the Nomination Committee and the Remuneration Committee are not independent.
  • 3.4.6 Tasks of the Nomination Committee: responsibility for succession management and recommending candidates for the executive management resides with the Chairmanship and not with the Nomination Committee.
  • 3.4.7 Tasks of the Remuneration Committee: responsibility for the remuneration policy applicable to employees in general resides with Executive Management and not with the Remuneration Committee.
  • 4.1.5 Termination payments: one executive employment contract entered into before 2008 allow for severance payments of more than 24 months’ fixed base salary plus pension contribution, and thus the total value of the remuneration relating to the notice period and of the severance payment exceeds two years of remuneration.

As a foreign listed private issuer Novo Nordisk is in compliance with the corporate governance standards of the New York Stock Exchange, where Novo Nordisk’s ADRs are listed.

For a detailed review of Novo Nordisk's compliance with, deviations from and explanations to all applicable recommendations please see the following:

In accordance with art. 107b of the Danish Financial Statements Act Novo Nordisk has prepared a Statutory Corporate Governance Report (in Danish "Lovpligtig redegørelse for virksomhedsledelse, jf. årsregnskabslovens § 107 b").

The Corporate Governance Reports for 2015, 2016, 2017, 2018 and 2019 can be found below: