In accordance with Danish legislation, Novozymes has a two-tier management system comprising the Board of
Directors and the Executive Leadership team, with no individual being a member of both.
Novozymes’ articles of association require the Board of Directors to have four to eight members elected at the annual
shareholders’ meeting, of which there are currently seven. They are elected for one year at a time and cannot be
elected or re-elected after reaching the age of 70. Nominations are based on an evaluation of factors such as
competencies, diversity, independence and prior performance. The Board of Directors also includes four members
elected by employees, who serve four-year terms.
| Board member |
Nationality |
Board tenure |
Election period |
| Jørgen Buhl Rasmussen 1,2,3,6,8 |
Danish |
2011 |
1 year |
| Cees de Jong 1,2,4,6,8 |
Dutch |
2020 |
1 year |
| Heine Dalsgaard 1,6 |
Danish |
2020 |
1 year |
| Sharon James 1,2,7 |
British |
2020 |
1 year |
| Kasim Kutay 1,8 |
British |
2017 |
1 year |
| Kim Stratton 1,2,7,8 |
Australian |
2017 |
1 year |
| Mathias Uhlén 1,7 |
Swedish |
2007 |
1 year |
| Anne Breum 5 |
Danish |
2021
|
4 years |
| Anders Hentze Knudsen 5 |
Danish |
2013 |
4 years |
| Preben Nielsen 5 |
Danish |
2021
|
4 years |
| Jens Øbro 5 |
Danish |
2021
|
4 years |
| 1 Elected at the shareholders' meeting |
| 2 Independent |
| 3 Chair of the Board of Directors |
| 4 Vice Chair of the Board of Directors |
| 5 Employee representative |
| 6 Member of the Audit Committee |
| 7 Member of the Innovation Committee |
| 8 Member of the Nomination and Remuneration Committee |
The Board of Directors is accountable to the company’s shareholders for the way the company conducts its business.
The composition of the Board of Directors must therefore be such that the combined competencies of the Board enable
it to inspire, guide and oversee the company’s development, and diligently address and resolve the issues and
challenges faced by the company at any time.
The required competencies are defined in a competency profile that specifies various personal characteristics, skills
and experience. The individual competencies of the members of the Board of Directors are
shown in the presentation of the Board of Directors and Executive Leadership Team.
The Board’s main responsibilities are to:
- Ensure the right management and organizational structure
- Supervise financial, social and environmental performance and the Executive Leadership Team’s day-to-day running
of the company
- Decide the overall management and strategic development of the company
A Chairmanship has been established in accordance with the Articles of Association and the Rules of Procedure for the
Board of Directors. It has two members – the Chair and the Vice Chair – and is responsible for assisting the Board
of Directors in overseeing the Executive Leadership Team’s day-to-day running of the company and reporting back to
the Board of Directors. The Chairmanship is also responsible for planning and preparing meetings of the Board of
Directors.
The Board of Directors annually carries out an evaluation of the board of directors, including its composition, diversity, qualifications and performance. For 2021, the Board commissioned an external third party to conduct the evaluation. This was consistent with the recommendations of the Danish Committee on Corporate Governance that companies conduct an external objective evaluation at least every third year. The evaluation was based on the input of eleven board members and eight executives. It was based on in-depth personal interviews, online questionnaires, analysis of how time was spent during board meetings, board composition mapping and board composition benchmarking. As part of the evaluation, the board members and the executives were provided with feedback on their individual performance regarding how they add value to the Board. The result of the general board evaluation was discussed in a board meeting in October. The Board was evaluated by the objective external advisor to be a very well-functioning board that had worked exceptionally well together. The operational board processes were in place and the overall tone of the Board was very positive, encouraging, and constructive. The Board and management perceived themselves as a team with shared goals and intentions. The evaluation concluded that the board was very well composed compared to other relevant boards and had become more diverse and better fit in relation to the company strategy. The executives perceived the Board to be knowledgeable and highly engaged. While the Board was perceived to be very well functioning, the evaluation identified a few focus areas to improve the Board’s performance and value-add during 2022, including in relation to strategy discussions and implementation, the balance between full board meetings and committee work and the balance between virtual and physical meetings.
The Board of Directors has an Audit Committee that
assists the Board of Directors in monitoring aspects relating to accounting, auditing, internal control and financial reporting. As part of the internal control system, all identified fraud cases and concerns raised are investigated and reported
to the Audit Committee.
The Board of Directors has also an Innovation Committee. This Innovation Committee assists the Board
of Directors with review of Novozymes’ overall capabilities and strategic direction in matters of technology,
science and innovation.
Novozymes’ Board of Directors has a Nomination and Remuneration Committee. The Nomination and Remuneration
Committee assists the Board of Directors with nomination of candidates for the Board of Directors, board committees,
and the Executive Leadership Team as well as remuneration of the same.