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  • Governance
  • Remuneration Policy and Reports
  • Charters and recommendations
  • Competency profile
  • Chairmanship
  • Rules of procedure
  • Audit Committee
  • Nomination and Remuneration Committee
  • Innovation Committee
  • Integration Committee

Governance

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 1 year
Lise Kaae 1,2,6 Danish 2024 1 year
Kevin Lane 1,2,7,9 Irish 2024 1 year
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 2025
Kim lb Sørensen 10 Danish 2024
until the annual general meeting in 2025
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.




Charters and recomendations

Charters and recommendations

In laying down the management principles for Novozymes, the Board of Directors has followed the recommendations on corporate governance that form part of the disclosure requirements applicable to companies listed on Nasdaq Copenhagen. These recommendations are available at corporategovernance.dk. A detailed review of Novozymes’ position on all of the recommendations and a description of the internal control and risk management system relating to financial reporting can be found in the statutory report on corporate governance pursuant to section 107b of the Danish Financial Statements Act.

The recommendations require companies to explain any noncompliance. Novozymes follows 45 of 47 recommendations, the exceptions being:

  • The remuneration policy for the Executive Leadership Team contains no specific clause that pertains to the repayment of variable remuneration components paid on the basis of misstated information, as Novozymes considers the rules in danish law to be sufficient in such cases (Recommendation 4.1.2)
  • Due to the limitations imposed by the Novo Nordisk Foundation’s articles of association and Novozymes’ ownership structure, the Board of Directors reserves the right in certain circumstances to reject takeover bids without consulting shareholders (Recommendation 1.3.1)

Furthermore, under the Danish financial statements act (section 99a and section 99b) it is mandatory for large companies to report on corporate responsibility and equal opportunities. As a member of the UN global compact, Novozymes prepares a communication on progress, which is available under supplementary. Together with the integrated financial, environmental and social reporting, Novozymes’ Communication on Progress meets both the requirements for reporting on corporate responsibility and equal opportunities, and the UN global Compact’s advanced reporting criteria. The Communication Reports for this and previous years are available here.

Novozymes also works within the parameters of Touch the World, a document outlining the company’s values and commitments, and has committed to principles derived from the UN global compact and the UN convention on biological diversity.

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Competency profile for the Board of Directors

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Chairmanship

The Chairmanship is established in accordance with the company’s articles of association and the rules of procedure for the Board of Directors of Novozymes A/S.

The Chairmanship comprises two members: the Chair and the Vice Chair, who are both elected by the annual shareholders’ meeting.

The Chairmanship shall assist the Board of Directors in decisions concerning planning, nomination, and other tasks on which decisions are taken by the Board of Directors.

Rules of procedure for the Board of Directors

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Innovation Committee

Innovation Committee

The Innovation Committee assists the Board of Directors with the review of Novozymes’ overall capabilities and strategic direction in matters of technology, science and innovation

The Charter of the Innovation Committee can be found here.

More information on the Innovation Committee can be found in the annual report in the corporate governance section.

Remuneration Policy widget

Remuneration Policy

The current remuneration policy for the Executive Management and the Board of Directors of Novozymes A/S, adopted by the shareholders at the annual shareholders meeting on 30 April 2024.

Remuneration Report

Audit Committee

Audit Committee

The Audit Committee assists the Board of Directors in monitoring aspects relating to accounting, auditing, internal control and financial, environmental, social and governance reporting.

The Charter of the Audit Committee can be found here.

More information on the Audit Committee can be found in the annual report in the corporate governance section.

Nomination and Remuneration Committee

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 board members, board committee members and members of the Executive Leadership Team.

The Charter of the Remuneration and Nomination Committee can be found here.

More information on the Nomination and Remuneration Committee can be found in the annual report in the corporate governance section.

Integration Committee

Integration Committee

The Integration Committee assists the Board of Directors to review, oversee and challenge the performance on integration and synergy progress of the Novonesis Integration.