Novo Nordisk prepares an annual Corporate Governance Report that, among other, describes Novo Nordisk’s compliance with and explanations to the applicable corporate governance codes designated by Nasdaq Copenhagen and the New York Stock Exchange. The statutory Corporate Governance Report is prepared in accordance with Section 107 b of the Danish Financial Statements Act (in Danish: "Redegørelse for virksomhedsledelse, jf. årsregnskabslovens § 107 b").

Novo Nordisk’s Corporate Governance Reports can be found below:

 

Novo Nordisk adheres to all Danish Corporate Governance Recommendations (2017) designated by Nasdaq Copenhagen except the five recommendations outlined below, where Novo Nordisk instead explains its approach:

  • 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 for 2020 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 allows 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.
 

A detailed review of Novo Nordisk's compliance with and explanations to all applicable Danish Corporate Governance Recommendations can be found below:

Danish Corporate Governance Recommendations - Nasdaq Copenhagen (PDF)


Novo Nordisk will report on the new Danish Corporate Governance Recommendations (2020) in 2022 in connection with the Annual Report for 2021.

 

Novo Nordisk’s B-shares are listed on the New York Stock Exchange (NYSE) as American Depository Receipts (ADRs). As a foreign private issuer, Novo Nordisk is required to comply with the US securities law, including the Sarbanes–Oxley Act and the NYSE Corporate Governance Standards except that these standards allow Novo Nordisk to continue to apply Danish corporate governance practices with few exceptions. Foreign private issuers following the practice in their home countries are, however, required to describe significant differences between NYSE’s and the foreign companies’ corporate governance standards.

A description of the significant differences between Novo Nordisk's corporate governance standards and those imposed by the NYSE on US companies can be found below:

Corporate Governance Standards - New York Stock Exchange (PDF)