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 ten members elected at the annual shareholders’ meeting,
of which there are currently nine. They are elected for one year at a time. 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. In connection with the merger with Chr. Hansen Holding A/S (“Chr. Hansen”), Chr. Hansen has appointed two former employee representatives serving on the board of directors of Chr. Hansen, to serve as observers on the Board of Directors until the annual general meeting in 2025.
| Board member |
Nationality |
Board tenure |
Election period |
| Cees de Jong 1,2,3,6,8 |
Dutch |
2020 |
1 year |
| Jesper Brandgaard 1,2,4,6,8,9 |
Danish |
2024 |
until the annual general meeting in 2024 |
| Lise Kaae 1,2,6 |
Danish |
2024 |
until the annual general meeting in 2024 |
| Kevin Lane 1,2,7,9 |
Irish |
2024 |
until the annual general meeting in 2024 |
| Heine Dalsgaard 1,6,9 |
Danish |
2020 |
1 year |
| Sharon James 1,2,7 |
British |
2020 |
1 year |
| Kasim Kutay 1,8 |
British |
2017 |
1 year |
| Kim Stratton 1,2,8,9 |
Australian |
2017 |
1 year |
| Morten Sommer 1,2,7 |
Danish |
2022 |
1 year |
| Anne Breum 5 |
Danish |
2021
|
4 years |
| Anders Hentze Knudsen 5 |
Danish |
2013 |
4 years |
| Preben Nielsen 5,7 |
Danish |
2021
|
4 years |
| Jens Øbro 5 |
Danish |
2021
|
4 years |
| Karen Louise Lauesen 10 |
Danish |
2024
|
until the annual general meeting in 2024 |
| Kim lb Sørensen 10 |
Danish |
2024
|
until the annual general meeting in 2024 |
| 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 |
| 9 Member of the Integration Committee |
| 10 Observer |
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 conducts an annual evaluation, and every three years, the evaluation is conducted by an external third party, which was done most recently in 2021. In 2023, the evaluation of the Board of Directors was conducted by the Chair who interviewed each member of the Board and the Executive Leadership Team. The evaluation revealed an overall good performance by the Board and good collaboration between the Board and the Executive Leadership Team. The recommendations from the interviews included continuing the strong focus on the merger between Novozymes and Chr. Hansen, maintaining the right balance between short and long-term focus on the Board and ensuring a strong focus by the Board on innovation strategy.
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.
The newly formed Integration Committee assists the Board of Directors to review, oversee and challenge the performance
on integration and synergy progress of the Novonesis Integration.