menu
https://novonordiskfonden.dk/en/about-the-foundation/ownership/

Ownership

Ownership

Contents

Novo Nordisk Foundation

In organizational terms, the Novo Nordisk Foundation awards grants and Novo Holdings A/S, the Foundation’s wholly owned subsidiary, manages the Foundation’s commercial activities. The objective of Novo Holdings A/S is to manage the Foundation’s endowment and invest its assests to ensuring that the Foundation obtains a satisfactory financial return.

How do we carry out our ownership of Novo Nordisk A/S and Novozymes A/S?

So how does it work?

Novo Holdings A/S

Novo Holdings A/S is the holding company for companies in the Novo Group. In addition to its ownership stake in Novo Nordisk A/S and Novozymes A/S, Novo Holdings A/S manages the Novo Nordisk Foundation’s endowment by:

  • investing in life-science companies at various stages of their development:
    • at the seed phase – the green-shoots stage with modest capital requirements;
    • in the venture phase – in which an established company needs to develop its business concept further; and
    • in well-managed, well-established and profitable biomedical and bioindustrial companies, such as Chr. Hansen;
  • financial investments, primarily in equities and bonds.

Ownership and majority holding in Novo Nordisk A/S and Novozymes A/S

In accordance with the Foundation’s Articles of Association, the Foundation is obligated to maintain a controlling interest in Novo Nordisk A/S and Novozymes A/S, the Novo Group’s two large publicly listed companies.

At the end of 2017, Novo Holdings A/S owned A (multiple voting rights) and B (ordinary) shares in Novo Nordisk A/S equivalent to about 28% of the share capital and about 75% of the votes and A and B shares in Novozymes A/S equivalent to about 25% of the share capital and about 71% of the votes. The A (multiple voting rights) shares in the two companies are unlisted and are not traded. In both Novo Nordisk A/S and Novozymes A/S, the A shares have voting rights that are 10 times greater than those of the B (ordinary) shares.

Read more about investing in Life Science companies on Novo Holdings A/S’ website.

How do we carry out our ownership of Novo Nordisk A/S and Novozymes A/S?

 The following is a short summary. Read the full version here: Engaged Ownership

According to the bylaws of the Novo Nordisk Foundation (“the Foundation”), the Foundation must provide a stable basis for the commercial and research activities of Novo Nordisk A/S and Novozymes A/S. In order to fulfil this objective, the Foundation must maintain a majority of the votes in the form of A shares in both companies. In addition to this, it has been decided that the Foundation should hold at least 25.5% of the two companies’ share capital. The Foundation has given its fully owned subsidiary Novo Holdings A/S mandate to act on its behalf in carrying out the long-term ownership of Novo Nordisk A/S and Novozymes A/S.

The basis for the Foundation’s ownership of Novo Nordisk A/S and Novozymes A/S is that the two companies are governed by independent and qualified boards of directors, thus ensuring an arm’s length relationship between the Foundation and the two companies.

As shareholder with a majority of the votes in both companies, the Foundation is particularly mindful of observing and respecting the rights of other shareholders.

As a permanent owner of Novo Nordisk A/S and Novozymes A/S, the Foundation has formulated several long-term objectives concerning its ownership. The objectives reflect that Novo Nordisk A/S and Novozymes A/S must be global leaders in their respective fields with distinct commercial and research activities. Thus, through its ownership the Foundation seeks, among other things, to support the companies in:

  • realizing a shared vision to contribute positively to the lives of people and the sustainability of society;
  • providing engaging and inspiring working environments;
  • generating competitive long-term financial results; and
  • living up to the Novo Charter.

The Foundation emphasizes being a responsible, relevant and capable owner, thereby helping to secure the financial capacity of the companies and supporting societal developments that will benefit Novo Nordisk A/S and Novozymes A/S as well as the rest of society. This has concrete implications for the Foundation, for instance in relation to our capital reserves and policies.

Several times a year, the Foundation’s chairmanship holds meetings with the chairs of Novo Nordisk A/S and Novozymes A/S, respectively. In addition to this, its executive management meets with the managements of Novo Nordisk A/S and Novozymes A/S.

Through its ownership, the Foundation supports Novo Nordisk A/S and Novozymes A/S in appointing chairs who are independent of the Foundation and in having a majority of independent members on their boards. Following the annual general meeting, the boards of Novo Nordisk A/S and Novozymes A/S appoint the chairmanships from their own groups of candidates.

The Foundation nominates two members for each of the boards in Novo Nordisk A/S and Novozymes A/S. One of the appointees selected by the Foundation can be nominated as vice chair. In addition, the Foundation works towards having representation on the boards’ nomination and remuneration committees. The Board of the Foundation refers to the principles for remuneration of board members and executive managements in Novo Nordisk A/S and Novozymes A/S.

Read the full version here: Engaged Ownership

19 February 2020

 

Charter

The Novo Nordisk Foundation aims to ensure that the companies in the Novo Group (Novo A/S, Novo Nordisk A/S and Novozymes A/S) position themselves as internationally recognized and leading actors in improving how disease is combated and how natural resources are used.

Charter for companies in the Novo Group

Present as well as future companies in the Novo Group must demonstrate willingness, ability and resolve to meet the following criteria:

  • Company products and services make a significant difference in improving the way people live and work.
  • The company is perceived to be an innovator – in technology, in products, in services and/or in market approach.
  • The company is among the best in its business and a challenging place to work.
  • The company delivers competitive financial performance.

Companies in the Novo Group commit to:

  • Value-based management
  • Open and honest dialogue with its stakeholders
  • Continuous improvement of
    • financial performance
    • environmental performance
    • social performance
  • Reporting in accordance with relevant, internationally approved, conventions.