The Annual General Meeting directly elects the chair and vice chair
of Directors?of Novo Nordisk A/S.?
In March 2019, the Annual General Meeting re-elected?Helge Lund?as chair and re-elected?Jeppe Christiansen?as vice chair. Helge Lund
was elected as chair in 2017 and Jeppe Christiansen was elected as
vice chair in connection with his first election in 2013.
Roles and responsibilities
The Chairmanship assists the Board of Directors in the planning of
Board meetings, employment of Executive Management and other
assignments as decided by the Board.
The chair is considered independent and the vice chair is considered
non-independent, as he is a board member of the majority shareholder,
Novo Holdings A/S.
In 2018, the Chairmanship conducted seven meetings. Both the chair
and the vice chair attended all meetings in 2018. Please refer to the
Annual Report 2018 on pp 50-51 for a detailed attendance overview for
Chairmanship Report 2018
The Chairmanship works according to an Annual Work Plan with fixed
agenda items. In addition, the Chairmanship requests ad hoc topics to
be discussed on their meetings.
In 2018, the Chairmanship met 7 times. Furthermore, and as part of
the Board’s succession preparedness activities, Helge Lund has as an
observer been invited to the Chairmanship meetings until he was
elected as chair at the annual general meeting in March 2018.
The Chairmanship has in 2018 dealt with the following matters:
Board matters and governance
- Prepared the Board’s Annual Wheel for 2019.
each Board meeting 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.
- Reviewed and
suggested changes to the documents governing the Board and
committees, incl. the Rules of Procedure of the Board, the
Chairmanship Charter, charters for the Board committees and the
Guidelines for Executive Management.
- Planned a
self-evaluation process for the Board and Executive Management
facilitated internally and initiated subsequently the implementation
of the agreed actions.
- Conducted the annual review of the
company’s takeover response capabilities.
- Conducted a
review of the company’s investment portfolio.?
Annual general meeting and shareholders
- Reviewed the recommended agenda for the 2018 annual general
- Conducted meetings with 8 of Novo Nordisk’s large
Executive Management and organisation
- Reviewed the organisational structure and employee composition
as well as the future need for competences.
- Reviewed the
composition of and the succession plan for the Executive Management,
including the appointments to the Executive Management.
- Reviewed the achievement of the LTIP 2017 targets and
recommended to the Board the targets for LTIP 2018.
- Conducted the annual performance evaluation of the Executive
Special focus areas
- Strategy execution across the value chain.
- Commercialisation – implementation of the commercialisation
strategies in different markets.
- External innovation –
partnering and acquisition to access external innovation.
- Organisational development – talent and leadership development
as well as succession preparedness and development of the company
- Board responsibilities – adapting the board agenda
to meet future needs of the company.