The Remuneration Committee consists of up to five members elected by
the Board from among its members. One member is designated as chair
and one member is an employee representative.
The Board of Directors has in March 2019 elected the following
members to the Remuneration Committee:
Roles and responsibilities
The Remuneration Committee assists the Board with oversight of the
remuneration policy for the members of the Board of Directors and
Executive Management including guidelines on incentive pay to
Executive Management in the company referred to as “The principles for
remuneration of Board members and executives in Novo Nordisk A/S
(“Remuneration Principles”)”, the remuneration of the members of the
Board of Directors and its committees, the remuneration of the members
of Executive Management, and other tasks on an ad hoc basis as
specifically decided by the Board.
The Remuneration Committee consists of two non-independent members,
including the chair, and two independent members pursuant to the
Danish Corporate Governance Recommendations. One member is an employee
representative. According to the Danish Corporate Governance
Recommendations a majority of the members of a board committee should
qualify as independent. Hence, the composition of the Remuneration
Committee does not conform to the Danish Corporate Governance
Recommendations. This is due to the fact that the Board of Directors
finds that the composition of the Remuneration Committee allows for?a
member from the Chairmanship who is a representative of the majority
shareholder and an employee representative, who both qualify as
non-independent Board members, being on the Remuneration Committee
while maintaining an operational structure of the Remuneration
Committee with relative few members.
The Remuneration Committee conducted five meetings in 2018. All
Remuneration Committee members attended all committee meetings within
the member’s term in 2018, except one member who was excused from one
meeting within the member’s term in 2018. Please refer to the Annual
Report on pp. 50-51 for a detailed attendance overview.
Remuneration Committee Report 2018
The Remuneration Committee works according to an Annual Work Plan
with fixed agenda items. In addition, the Remuneration Committee meets
when developments require additional meetings.
In 2018, the Remuneration
Committee met 5 times and dealt with the following matters:
Remuneration Principles for the members of the Board of Directors
and Executive Management
- Reviewed and recommended to the Board changes to the
Remuneration Principles to be approved by the annual general
- Reviewed feedback from investors on Novo Nordisk’s
Remuneration Principles as well as actual remuneration.
Remuneration of the members of the Board of Directors and its
- Reviewed Danish, Nordic and European Benchmark Data on board
and board committee remuneration and recommended to the Board the
remuneration levels, multiples and allowances for 2019 to be
approved by the annual general meeting.
- Reviewed Group
Internal Audit’s report on Board remuneration.
Remuneration of the members of Executive Management
- Reviewed the inclusion criteria for the peer group in the
Danish, Nordic and European benchmark and endorsed changes
- Reviewed Danish, Nordic and European Benchmark Data
on executive remuneration.
- Recommended to the Board changes
in executive remuneration in 2018 and as well as the general
remuneration level for 2019.
- Reviewed the short-term
cash-based incentive programme for the Executive Management and
recommended to the Board the structure for 2019.
the long term share-based incentive programme for the Executive
Management and recommended to the Board the structure for 2019.
- Reviewed the shareholding requirements for executives as well as
the executives’ adherence to the shareholding requirements.
- Reviewed and recommending to the Board proposals for
remuneration of new executives.
- Reviewed the separation
terms for executives leaving the company.
- Reviewed Group
Internal Audit’s report on executive remuneration.
Reporting on Remuneration
- Reviewed and recommended to the Board the Remuneration Report
for 2018 to form part of the company’s Annual Report 2018.
- Reviewed and endorsed the model for the Remuneration Report for
2018 to be uploaded on novonordisk.com.
Remuneration Committee matters and governance
- Endorsed the Annual Work Plan for 2019.
- Conducted a
self-evaluation including a review of the Remuneration Committee
- Conducted private meetings without the assigned
executive being present.
- Endorsed the report on the
Remuneration Committee’s activities in 2018.
Special focus areas
- Remuneration of new executives – assessing and recommending to
the Board remuneration levels for new executives.
remuneration levels – recommending to the Board appropriate levels
of remuneration for the executives based on available benchmark
- Remuneration components – general reviews of various
executive remuneration components such as short-term incentives,
long term incentives, termination and severance payments, claw back