Corporate governance recommendations and practices

As an international company listed on the stock exchanges in Copenhagen and New York, Novo Nordisk is subject to the Danish Corporate Governance Recommendations designated by Nasdaq Copenhagen, and - as a foreign listed private issuer – to the Corporate Governance Listing Standards on New York Stock Exchange as stated in the Listed Company Manual.

Revised Danish Corporate Governance Recommendations were introduced in November 2017.?Novo Nordisk adheres to all of the Danish Corporate Governance Recommendations designated by Nasdaq Copenhagen except the following four:

  • 3.4.2 Independence of board committees: the majority of the members of the Nomination Committee and the Remuneration Committee are not independent.
  • 3.4.6 Tasks of the Nomination Committee: responsibility for succession management and recommending candidates for the executive management resides with the Chairmanship and not with the Nomination Committee.
  • 3.4.7 Tasks of the Remuneration Committee: responsibility for the remuneration policy applicable to employees in general resides with Executive Management and not with the Remuneration Committee.
  • 4.1.5 Termination payments: two executives' employment contracts entered into before 2008 allow for severance payments of more than 24 months’ fixed base salary plus pension contribution, and thus the total value of the remuneration relating to the notice period and of the severance payment exceeds two years of remuneration.

As a foreign listed private issuer Novo Nordisk is in compliance with the corporate governance standards of the New York Stock Exchange, where Novo Nordisk’s ADRs are listed.

For a detailed review of Novo Nordisk's compliance with, deviations from and explanations to all applicable recommendations please see the following:

In accordance with art. 107b of the Danish Financial Statements Act Novo Nordisk has prepared a Statutory Corporate Governance Report (in Danish "Lovpligtig redeg?relse for virksomhedsledelse, jf. ?rsregnskabslovens § 107 b").

The Corporate Governance Reports for 2014, 2015, 2016, 2017 and 2018 can be found below: