Chairmanship and board committees



A chairman and a vice-chairman elected by the Board from among its members form the Chairmanship of the Board. In 2010, the Annual General Meeting approved that as of 2011 shareholders will directly elect the chairman and the vice chairman. In 2010, the Chairmanship held seven meetings and both members attended all meetings. The CEO and the CFO also attended all meetings.

The Chairmanship carries out administrative tasks, such as planning board meetings to ensure a balance between overall strategy-setting and financial and managerial supervision of the company. It also reviews the fixed asset investment portfolio.

Other tasks include recommending the remuneration of directors and executives and suggesting candidates for election by the general meeting. The Chairmanship has the role and responsibility of a nomination committee and a remuneration committee, and presents proposals to the Board. The Board has not established separate remuneration and nomination committees, believing that each board member must have the opportunity to contribute actively to discussions and have access to all relevant information about remuneration and nomination.

In March 2011, the shareholders elected Sten Scheibye as chairman and Göran A. Ando as vice chairman.

Public Chairmanship Reporting
The Chairmanship works according to an Annual Work Plan with fixed agenda items. In addition, the Chairmanship requests topics to be discussed on their meetings from time to time.

In 2010 the Chairmanship dealt with the following matters:

  • Prepared each meeting of the Board including preparation of the agenda and review of key recommendations to the Board regarding business performance and proposals for budgets/targets, business plans, strategies/policies, investments, financial reporting, shareholders meetings and ensured follow up on decisions made by the Board.
  • Prepared material for the Board’s decision-making concerning remuneration of the members of the Executive Management and carried out a performance evaluation of the Executive Management.
  • Reviewed the organisational structure and employee composition as well as the future need for competences, incl. a review of a succession plan for the Executive Management.
  • Reviewed the fees for board activities and recommended new fee structure and level for Board membership and Board activities for 2011.
  • Facilitated a self assessment program for the Board with the assistance of external consultants.
  • Reviewed the competency profile of the Board.
  • Conducted a search for candidates to be nominated for election at the Annual General Meeting 2011 – for this nomination process the chairmanship was supplemented by two other Board members.
  • Conducted a review of the company’s investment portfolio.
  • Reviewed the chairmanship charter and approved the Annual Work Plan for 2011 for the Chairmanship.
  • Reviewed the Rules of Procedure of the Board and Prepared the Board’s Annual Wheel for 2011.

Permanent board committees
In principle, Novo Nordisk believes that each board member must have the opportunity to contribute actively to all discussions and have access to all relevant information, hence the limited number of board members.

Ad hoc nomination team
The Board has in October 2010 established an ad hoc nomination team to identify new Board candidates. The ad hoc nomination team consisting of the Chairmanship, Jørgen Wedel and Henrik Gürtler.

Research & Development Facilitator
The Board has for a number of years had a R&D facilitator to assist the Board and Executive Management in preparing the Board's discussions about research and development. The Board determined the position was no longer needed and abolished it as of the end of 2010.