The following are the most important criteria and competence requirements that members of the Board of Directors of the Novo Nordisk Foundation should fulfil.
In accordance with the Articles of Association, the Novo Nordisk Foundation is led by a Board of Directors consisting of 6–12 members elected under the Articles, of which at least two members must have a medical or scientific background and at least one must have a medical background. To the extent required by current legislation, the Board of Directors must also include a number of members elected by the employees of the Foundation and its subsidiaries.
The Board of Directors is obligated to strive to have members from their own number elected to the Board of Directors of Novo Holdings A/S. Typically, two members of the Board of the Novo Nordisk Foundation should also be members of the board of Novo Holdings A/S. When choosing which members of the Board of the Foundation are to become members of the Board of Novo Holdings A/S, the Board of the Foundation is required to have a sufficiently broad distribution of individuals among the boards of directors of the Foundation and its subsidiaries to ensure that the Foundation can safeguard its ownership interests and control of its subsidiaries and their boards of directors and executive managements.
To ensure the safeguarding of the Foundation’s commercial and grant-awarding objects, two of the members of the Board elected under the Articles of Association should be familiar with companies in the Novo Group, two members should have a medical or scientific insight and two should have a business background that is independent from the Novo Group.
- The Chair of the Board of Directors should be a person with a business background who has had a long-standing association with the Novo Group by having executive management or board positions in Novo Nordisk A/S or Novozymes A/S and experience in and insight into academic research environments.
- The Chair is also Chair of the Board of Directors of Novo Holdings A/S.
- The Vice Chair of the Board of Directors should be a person with a business background with or without any previous association with the Novo Group.
The members of the Board of Directors should have the following competences:
- two people with a background in medical and scientific research, at least one of whom has medical insight, and preferably one from another Scandinavian country than Denmark;
- two to eight other members;
- assuming that six members are elected under the Articles of Association, three employee-elected members, typically two from Novo Nordisk A/S and one from Novozymes A/S.
The members of the Board of Directors should, if possible, also have the following competences:
- business experience from research-driven industry in Denmark or the other Nordic countries, preferably within bioindustry or pharmaceuticals;
- financial experience from duties as CFO or business experience from the finance sector
- a lawyer or barrister familiar with commercial law and the business environment in Denmark and internationally;
- knowledge of commercial foundations in Denmark and foundation governance; and
- insight into social conditions, including education, research policy and research administration and know of the public sector relevant to the Foundation.
In addition, by 2019, the Foundation aims to have at least one member of the Board elected in accordance with the Articles of Association to be of non-Danish nationality and, of the members of the Board elected in accordance with the Articles of Association, at least two men and two women.
The competences described above may not necessarily always be fully present and should not necessarily be attributed to the individual members.
Duration of membership
The duration of membership of members of the Board of Directors should not normally exceed 9 years and should never exceed 12 years. In accordance with the Articles of Association, members of the Board may be re-elected until they reach the age of 70 years.
Approved by the Board of Directors of the Novo Nordisk Foundation, 16 March 2017.