Novo-Nordisk-AR-2012-en

In addition, executives may participate
in employee benefit programmes such
as employee share purchase programmes.
Severance payment
Novo Nordisk may terminate employment
by giving executives 12 months’ notice.
Executives may terminate their employment
by giving Novo Nordisk six months’ notice.
In addition to the notice period, executives
are entitled to a severance payment.
Current employment contracts allow
severance payments of up to 36 months’
fixed base salary plus pension contributions
in the event of a merger, acquisition or
takeover of Novo Nordisk. If an executive’s
employment is terminated by Novo
Nordisk for other reasons, the severance
payment is three months’ fixed base salary
plus pension contribution per year of
employment as an executive, taking into
account previous employment history.
In no event will the severance payment
be less than 12 months’ or more than 36
Remuneration of the Executive Management and other members
of the Senior Management Board
Management’s long-term incentive programme
GOVERNANCE, LEADERSHIP AND SHARES 51
2012 2011
Fixed Share- Fixed Share-
base Cash based base Cash based
DKK million salary bonus Pension Benefits incentive Total salary bonus Pension Benefits incentive Total
Executive Management
Lars Rebien Sørensen 8.4 2.9 2.8 0.3 – 14.4 7.3 3.1 2.7 0.3 – 13.4
Jesper Brandgaard 4.8 1.6 1.6 0.3 – 8.3 4.5 1.5 1.5 0.3 – 7.8
Lise Kingo 4.3 1.1 1.4 0.3 – 7.1 4.1 1.4 1.3 0.3 – 7.1
Kåre Schultz 5.2 1.4 1.7 0.3 – 8.6 4.9 1.7 1.7 0.3 – 8.6
Mads Krogsgaard Thomsen 4.8 1.6 1.6 0.3 – 8.3 4.5 1.9 1.5 0.3 – 8.2
Executive Management in total 27.5 8.6 9.1 1.5 – 46.7 25.3 9.6 8.7 1.5 – 45.1
Other members of the Senior
Management Board in total 1 72.1 3 25.0 22.3 8.4 – 127.8 70.8 3 26.3 22.4 10.8 – 130.3
Joint pool 2 73.1 73.1 56.9 56.9
1. The total remuneration for 2012 includes remuneration to 26 senior vice presidents (26 in 2011) of which none has retired or left the company in 2012 (one in 2011). The 2011 remuneration for the
retired senior vice president is included in the table above, whereas a cash settlement of DKK 5 million is not included.
2. The joint pool is locked up for three years before it is transferred to the participants employed at the end of the three-year period. The value is the cash amount of the share bonus granted in the
year using the grant-date market value of Novo Nordisk B shares. Based on the split of participants at the time of establishment of the joint pool, approximately 30% of the pool will be allocated to
the members of Executive Management and 70% to other members of the Senior Management Board (2011: 30% and 70% respectively). In the lock-up period, the joint pool may potentially be
reduced in the event of lower-than-planned value creation in subsequent years.
3. Including social security taxes paid amounting to DKK 1.5 million (DKK 1.7 million in 2011).
The shares allocated to the joint pool for 2009 (177,066 shares) were released to the individual participants subsequent to the approval
of the Annual Report 2012 by the Board of Directors and the announcement on 31 January 2013 of the full-year financial results for
2012. Based on the share price at the end of 2012, the value of the released shares is as follows:
Number Market value 1
Value as at 31 December 2012 of shares released on 31 January 2013 of shares (DKK million)
Executive Management
Lars Rebien Sørensen 15,764 14.5
Jesper Brandgaard 10,501 9.6
Lise Kingo 10,501 9.6
Kåre Schultz 10,501 9.6
Mads Krogsgaard Thomsen 10,501 9.6
Executive Management in total 57,768 52.9
Other members of the Senior Management Board in total 2 105,848 97.0
1. The market value of the shares released in 2013 is based on the Novo Nordisk B share price of DKK 916.50 at the end of 2012.
2. In addition, 13,450 shares (market value: DKK 12.3 million) were released to retired members of the Senior Management Board.
months’ fixed base salary plus pension
contribution. For future employment
contracts for executives, the severance
payment will be no more than 24
months’ fixed base salary plus pension
contribution, which will bring Novo
Nordisk into alignment with the Danish
Corporate Governance Recommendations
in the long term.
Lars Rebien Sørensen serves as a board member of Danmarks Nationalbank, from which he received remuneration of DKK 22,012 in 2012 (DKK 21,841 in 2011), as a board member of DONG Energy A/S
until 18 April 2012, from which he received remuneration of DKK 87,500 in 2012 (DKK 175,000 in 2011), as a member of the Supervisory Board of Bertelsmann AG, from which he received remuneration
of EUR 129,000 in 2012 (EUR 85,000 in 2011) and as board member of Thermo Fisher Scientific Inc, from which he received remuneration of USD 219,840 in 2012 (USD 58,022 in 2011; adjusted by USD
58,022 after final confirmation of 2011 remuneration). Jesper Brandgaard serves as chairman of the Board of Directors of SimCorp A/S, from which he received remuneration of DKK 801,846 in 2012 (DKK
753,455 in 2011). Kåre Schultz serves as a board member of LEGO A/S, from which he received remuneration of DKK 300,000 in 2012 (DKK 300,000 in 2011). Kåre Schultz also serves as chairman of the
Board of Directors of Royal Unibrew A/S, from which he received remuneration of DKK 625,000 in 2012 (DKK 625,000 in 2011). Until January 2013, Mads Krogsgaard Thomsen served as a board member
of Cellartis AB, from which he received remuneration of SEK 50,000 in 2012 (SEK 50,000 in 2011). As of 1 January 2012, Mr Thomsen also serves as a board member of Copenhagen University,
from which he received remuneration of DKK 79,800 in 2012.
NOVO NORDISK ANNUAL REPORT 2012