Corporate Governance Benchmark 2007
In 2007, Novo Nordisk commissioned ISS Corporate Services Inc. (ISS) to appraise the company's corporate governance practices against those of its national, European and US peers as well as international best practice standards. The ISS study confirmed Novo Nordisk's strong performance in its corporate governance disclosure practice. It also provided compelling evidence of Novo Nordisk's firm commitment to good corporate governance and to the maximisation of shareholder value.
ISS also revealed areas where Novo Nordisk could consider adjustments and a number of adjustments have been implemented. Novo Nordisk remains committed to the general principles of good corporate governance and aims to enhance its culture so as to foster these principles at every level of the organisation.
One recommendation in the ISS report concerned the Board's standing mandate to increase the share capital. Best practice in this regard is that a board's ability to issue B shares without preemptive subscription rights for current B shareholders is limited to a maximum of 20% of the share capital which Novo Nordisk now adheres to. Another recommendation concerned the threshold for shareholders calling an extraordinary general meeting.
In order to bring this procedure into line with best practice, it was proposed that the threshold be reduced from the current 10% of total share capital to 5% which was adopted by the General Meeting in 2008.
