The Board of Directors

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The Board of Directors

The company has a two-tier board structure consisting of the Board of Directors and the Executive Management.

The Board of Directors supervises the performance of the company, its management and organisation on behalf of the shareholders. It also participates in determining the company strategy.

Executive Management, in turn, has responsibility for the company's daily operations.

The two bodies are separate, and no person serves as a member of both.

The Board of Directors
On behalf of the shareholders, the Board determines the overall strategy and actively contributes to developing the company as a focused global pharmaceutical company. The Board supervises Executive Management in its decisions and operations and may issue new shares or buy back shares in accordance with authorisations granted by the general meeting and recorded in the minutes.

The guiding principle in composing the Board is that it should comprise individuals whose particular knowledge and experience enables the Board as a whole to attend to the interests of shareholders, employees and other stakeholders.

The Board has 11 members, of whom seven are elected by shareholders at general meetings, and four are Novo Nordisk employees from Denmark, elected by Danish employees.

Shareholder-elected board members
Shareholder-elected board members are elected by the shareholders at the general meetings. Such board members are nominated by either the Board or a shareholder.

Shareholder-elected board members serve a one-year term and can be re-elected at the general meeting. Board members must retire at the first general meeting after reaching the age of 70.

At the Annual General Meeting in March 2009 shareholder-elected board members were re-elected. One board member, Kurt Briner, has decided not to seek re-election and the General Meeting elected Hannu Ryöppönen as a new board member.

Nomination of board candidates by the Board
The Board has determined which competencies should be present at the board - see competency profile for the Board. A proposal for nomination of shareholder-elected board members is presented by the Chairmanship to the Board taking into account required competences and the result of the self-assessment process. In nominating candidates, the Chairmanship seeks to achieve a balance between renewal and continuity.

Executive search has helped identify board members who meet such criteria.

Descriptions of the candidates' qualifications accompany the agenda of the general meeting.

Board independence
In January 2010, the Board determined that four of the shareholder-elected board members are independent as defined by the Danish Corporate Governance Recommendations, while three shareholder-elected board members are related to the majority shareholder through board or executive positions, and two of these have also previously been executives in Novo Nordisk. For further information, see profile of board members.

Employee-elected board members
Under Danish law, Novo Nordisk employees in Denmark are entitled to be represented by half of the total number of board members elected at the general meeting. Board members elected by the employees serve for a four year term and have the same rights, duties and responsibilities as shareholder-elected board members. Thus, in 2006, employees elected four board members among themselves for a four-year term.

Induction and education
New board members undergo an induction programme equivalent to two full days during their first year on the Board and subsequently participate in educational activities as required to update and refresh their competences and knowledge, including issues related to environmental and social risks and opportunities.

Board meetings
The Board ordinarily meets seven times a year, including a strategic session over two to three days. In 2009, the Board met seven times. Four meetings were attended by all board members; three of the members had to be excused from attending one meeting each during the year. By means of a fixed annual calendar, the Board ensures that it addresses its main tasks in a timely manner.

With the exception of agenda items reserved for the Board's internal discussion at each meeting, executives attend and may speak, without voting rights, at board meetings to ensure that the Board is adequately informed of the company’s operations. Executives' regular feedback from meetings with investors allows board members an insight into major shareholders' views of Novo Nordisk.

Trading in Novo Nordisk shares by board members, executives and other employees
Novo Nordisk has issued rules on board members' and executives' trading in Novo Nordisk shares. Consequently, trading is only permitted within a 15-calendar day open window period after each quarterly financial release. Novo Nordisk shall be notified immediately after such trading and Novo Nordisk will publish such trading via the stock exchanges. The rules apply also to persons associated with a board member or an executive (i.e. family) as well as their companies.

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