Novo-Nordisk-AR-2012-en

attached to A shares include pre-emptive
subscription rights in the event of an
increase of the A share capital, preemptive
purchase rights in the event of
a sale of A shares and priority dividend if
the dividend is below 0.5%. B shares take
priority for dividends between 0.5% and
5% and for liquidation proceedings.
Board of Directors
Novo Nordisk has a two-tier management
structure consisting of the Board of
Directors and Executive Management.
The two bodies are separate and no one
serves as a member of both. The Board
of Directors determines the company’s
overall strategy on behalf of shareholders
and actively contributes to developing
the company as a focused, sustainable,
global pharmaceutical company. The
Board of Directors supervises Executive
Management in its decisions and
operations. The Board of Directors may
also issue new shares or buy back shares
in accordance with authorisations granted
by the general meeting and recorded
in the meeting minutes. For minutes
from the annual general meeting, see
novonordisk.com/about_us.
The Board of Directors has 12 members,
eight of whom are elected by shareholders
at general meetings and four by employees
in Denmark. Shareholder-elected board
members serve a 1-year term and may be
re-elected. Members must retire at the first
general meeting after reaching the age of
70. Four of the eight shareholder-elected
board members are independent as defined
by the Danish Corporate Governance
Recommendations. See p 53.
A proposal for nomination of board
members is presented by the Chairmanship
to the Board of Directors, taking into
account required competences as defined
by the Board of Directors’ competence
profile and reflecting the result of a selfassessment
process facilitated by internal
or external consultants. The assessment
process is based on written questionnaires
and evaluates the Board of Directors’
composition and the skills of its members,
including whether each board member
and executive participates actively in
board discussions and contributes with
independent judgement. The selfassessment
and the Board of Directors’
competence profile are used in the
nomination process.
To ensure that discussions include multiple
perspectives representing the complex,
global pharmaceutical environment, the
Board of Directors aspires to be diverse
in gender and nationality. Currently, one
shareholder-elected board member is female
and five of the eight shareholder-elected
board members are non-Danes.
The self-assessment conducted in 2012
resulted in a further development of the
strategy process and a continued focus
on succession preparedness. In order to
support continued fulfilment of the Novo
Nordisk Way, criteria for board members
include integrity, accountability, fairness,
financial literacy, commitment and desire
for innovation. Members are also expected
to have experience managing major
companies that develop, manufacture and
market products and services globally. The
competence profile, which includes the
nomination criteria, is available online at
novonordisk.com/about_us.
Under Danish law, Novo Nordisk’s
employees in Denmark are entitled to be
represented by half of the total number
of board members elected at the general
meeting. In 2010, employees elected four
board members from among themselves
– three male and one female, all Danes.
Board members elected by employees
serve a 4-year term and have the same
rights, duties and responsibilities as
shareholder-elected board members.
Novo Nordisk’s Board of Directors met
seven times during 2012.
Chairmanship
The annual general meeting directly elects
the chairman and vice chairman of the
CONTINuED
47
NOVO NORDISK ANNUAL REPORT 2012