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  • Governance
  • Remuneration Policy
  • Charters and recommendations
  • Competency profile
  • Chairmanship
  • Rules of procedure
  • Audit committee
  • Nomination and remuneration 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 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 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
Cees de Jong 1,2,4,6,7 Dutch 2020 1 year
Heine Dalsgaard 1,4 Danish 2020 1 year
Sharon James 1,2 British 2020 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 2019.

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. 42 cases of fraud were investigated in 2019. 20 were substantiated. Sanctions included dismissal of employees, reporting to the police and other disciplinary sanctions.

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 Chairman and the Vice Chairman, 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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Audit committee

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Nomination and remuneration committee

Remuneration Policy widget

The current remuneration policy for the Executive Management and the Board of Directors of Novozymes A/S can be downloaded below. The remuneration policy was adopted by the shareholders at the annual shareholders meeting on 26 February 2020. See also: https://ml-eu.globenewswire.com/Resource/Download/8c0bc7d4-c77a-474e-a4b5-c75a3f1c3279