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Board Competency Profile

Requirements set forth by the Articles of Association and other governance documents:

In accordance with the Articles of Association, the Novo Nordisk Foundation is governed by a Board of Directors consisting of 6–12 members elected under the Articles, of which at least two members shall have a medical or scientific background, and at least one of these two members shall 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 the Novo Nordisk Foundation’s Board of Directors 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.

Additional requirements set by the Board of Directors:

As the Board of Directors is expected to collectively possesses the knowledge, skills and experience to act
in the Foundation’s best interests, the Board has put the following additional requirements in place to safeguard the Foundation’s commercial and grant-awarding objectives:

Chair

  • 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 held executive management or board positions in Novo Nordisk A/S or Novonesis A/S.
  • The Chair is also Chair of the Board of Directors of Novo Holdings A/S.

Vice Chair

  • The Vice Chair of the Board of Directors should be a person with a business background. There is no requirement for any previous association with the Novo Group.
  • The Vice Chair may not serve on the Board of Directors of Novo Holdings A/S.

Members elected under the Articles of Association (including the Chair and Vice Chair)

In addition to the Chair and Vice Chair, the Board should consist of four to ten additional members elected under the Articles of Association.

Members elected under the Articles of Association (including the Chair and Vice Chair) should meet the following criteria:

  • At least two members must have a background in medical or scientific research, one of which has a background in medical research.
  • At least one member, in addition to the Chair, should be familiar with companies in the Novo Group.
  • At least two members should have a business background that is independent from the Novo Group.
  • At least two members must be women and at least two members must be men.
  • At least two members should be from outside of Denmark.

The members of the Board of Directors should, if possible, collectively have the following competencies:

  • business experience from a research-driven industry in a Nordic country, preferably within bioindustry or pharmaceuticals;
  • financial experience from duties as CFO or business experience in the finance sector;
  • knowledge of commercial foundations in Denmark and foundation governance;
  • insight into conditions related to education, research policy, research administration, and the public sector, as relevant to the Foundation;
  • experience related to philanthropy, grant-giving, NGOs, foreign affairs, international organisations, the humanitarian/development sector, or similar;
  • global experience in the strategic areas of health, sustainability, and the life science ecosystem.

Members elected by the employees of the Foundation and its subsidiaries

Assuming that six members are elected under the Articles of Association, three employee-elected members should sit on the Board, typically two from Novo Nordisk A/S and one from Novonesis A/S.

Duration of membership

The duration of membership of members of the Board of Directors must not exceed 12 years, unless the Board makes an exemption. In accordance with the Articles of Association, the age limit for members of the Board of Directors is 75 years. Members of the Board of Directors are eligible for election or re-election until they attain the age of 75 years.

Approved by the Board of Directors of the Novo Nordisk Foundation on 24 September 2024.