The Remuneration Committee assists the Board of Directors with: the Remuneration Policy; and the actual remuneration of the Board members, Board committees and Executive Management. 

 

The Remuneration Committee has four members elected by the Board of Directors from among its members. One member is designated as chair and one member is an employee-elected Board member.

In March 2021, the Board of Directors elected the following members to the Remuneration Committee:

 

Out of the four members of the Remuneration Committee, two members qualify as independent as defined in the Danish Corporate Governance Recommendations, while Jeppe Christiansen and Anne Marie Kverneland qualify as non-independent given that Jeppe Christiansen is a Board member of the main shareholder Novo Holdings A/S and Anne Marie Kverneland is 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 Remuneration 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 Remuneration Committee allows for a member from the Chairmanship who is a representative of the main shareholder as well as an employee-elected Board member, both qualifying as non-independent, being on the Remuneration Committee while maintaining an operational structure of the Remuneration Committee with relative few members. 

The Remuneration Committee conducted five meetings in 2020. All Remuneration Committee members attended all committee meetings in 2020, except one member who was excused from one meeting in 2020 within the member’s term in 2020. 

  • Determined the peer group for the 2020 remuneration benchmark.
  • Reviewed Nordic and European Benchmark Data on Board and Board Committee remuneration and recommended to the Board the remuneration levels, multiples and allowances for 2021 to be approved by the Annual General Meeting.
  • Reviewed Group Internal Audit’s report on Board remuneration.

  • Determined the peer group for the 2020 remuneration benchmark.
  • Reviewed Nordic and European Benchmark Data on executive remuneration.
  • Discussed trends in executive remuneration.
  • Reviewed executive remuneration in light of the COVID-19 pandemic.
  • Recommended to the Board changes in remuneration in 2020 as well as the general remuneration level for 2021.
  • Reviewed the short-term cash-based incentive programme for the Executive Management and recommended to the Board the structure for 2021.
  • Reviewed the long-term share-based incentive programme for the Executive Management and recommended to the Board the structure for 2021.
  • Reviewed the shareholding requirements for executives as well as the executives’ adherence to the shareholding requirements.
  • Reviewed Group Internal Audit’s reports on executive and other senior management remuneration.

  • Reviewed and recommended to the Board changes to the Remuneration Policy to be approved by the Annual General Meeting.

  • Evaluated the Remuneration Report 2019, including a review of stakeholder feedback.
  • Reviewed and recommended to the Board the Remuneration Report for 2020.

  • Endorsed the Annual Work Plan for 2021.
  • Reviewed the Remuneration Committee Charter.
  • Conducted private meetings without the assigned executive being present.
  • Endorsed the report on the Remuneration Committee’s activities.

  • COVID-19 – Review of executive remuneration in light of the COVID-19 pandemic.
  • Remuneration of executives - assessing the design and structure of the short-term incentive programme as well as the long-term incentive programme for the Executive Management in 2021.
  • Remuneration Report – reviewing the Remuneration Report to be presented to the Annual General Meeting with a focus on enhancing the transparency in remuneration reporting even further compared to the previous year.