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 six. 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 three members elected by employees, who serve four-year terms.
| Board member |
Nationality |
Board tenure |
Election period |
| Jørgen Buhl Rasmussen 1,2,4,5,7 |
Danish |
2011 |
1 year |
| Agnete Raaschou-Nielsen 1,2,4,6,7 |
Danish |
2011 |
1 year |
| Kasim Kutay 1 |
British |
2017 |
1 year |
| Kim Stratton 1,2,7 |
Australian |
2017 |
1 year |
| Mathias Uhlén 1 |
Swedish |
2007 |
1 year |
| Lena Bech Holskov 3 |
Danish |
2013 |
4 years |
| Anders Hentze Knudsen 3 |
Danish |
2013 |
4 years |
| Lars Bo Køppler 3 |
Danish |
2013 |
4 years |
| 1 Elected at the shareholders' meeting |
| 2 Independent |
| 3 Employee representative |
| 4 Member of the Audit Committee |
| 5 Chairman of the Board of Directors |
| 6 Vice Chairman of the Board of Directors |
| 7 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.
In order to secure the right competencies and promote diversity, the following targets have been set for the composition of the Board of Directors:
1. At least half of the shareholder-elected board members shall be independent as defined in the danish recommendations on corporate governance.
2. At least 40% of the shareholder-elected board members shall have substantial international experience from the management of large corporations or institutions headquartered outside Denmark.
3. One-third or more of the shareholder-elected board members shall be female, and one-third or more of the shareholder-elected board members shall be male.
All targets were met in 2018.
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 Chairman and the Vice Chairman – 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.
In 2017, Novozymes’ Board of Directors established a Nomination and Renumeration Committee. The committee is chaired by the Chairman and the Board of Directors and the tasks of the Nomination and Renumeration Committee are inter alia to describe the qualifications required in the two governing bodies and make recommendations to the Board of Directors with regards to any changes. The Nomination and Renumeration Committee is also responsible for making proposals on the renumeration for members of the Board of Directors and the Executive Leadership Team, and for ensuring that the renumeration is consistent with the company’s renumeration policy.
In addition, 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. 30 cases of substantiated fraud were reported in 2018. Sanctions included dismissal of employees, reporting to the police and other disciplinary sanctions.