For the purpose of safeguarding the Foundation’s commercial and grant-giving objectives it is expedient that two of the members elected under the Articles of Association have experience from Novo Group companies, that two have insight into medical or natural science, and that two have commercial insight but are independent of the Novo Group.
The Board elects among its members a Chairman and a Deputy Chairman at the ordinary board meeting in March, who constitute the Chairmanship and who plan the board meetings. In March 2020, the Board elected Lars Rebien Sørensen as Chairman and Marianne Philip as Deputy Chairman
The Board has established a Nomination Committee comprising two or more members elected by and among the Board members. One Committee member is appointed as Chair. In March 2020, the Board elected Lars Rebien Sørensen as Chair of the Nomination Committee and Lars Munch as a member. The Nomination Committee assists the Board by reviewing the competence profile for members of the Board, nominating candidates for election to the Board and assessing the candidates Novo Holdings A/S nominates for election as members of the Board of Directors of Novo Holdings A/S.
Based on the competence profile, the Nomination Committee presents to the Board nominations related to the current Board members elected under the Articles of Association and nominations for candidates for new Board members elected under the Articles of Association. The ordinary election of Board members takes place at an ordinary board meeting in March each year. The Articles of Association stipulate that Board members must resign at the end of their electoral period but can be re-elected until they reach the age of 75 years.
In addition, the Board includes three employee representatives elected by and among the employees of the subsidiaries of the Foundation in accordance with Danish law. Employee-elected Board members serve for a 4-year term and have the same rights, duties and responsibilities as Board members elected under the Articles of Association.
- approves the overall strategy for the Foundation;
- awards all grants and decides a framework for other grants in which a committee identifies the recipient;
- supervises the commercial activities of Novo Holdings A/S, including the companies in the Novo Group, and approves, among other things, the financial strategy for the Foundation and Novo Holdings A/S, the investment strategy for Novo Holdings A/S and major investments planned by Novo Holdings A/S;
- supervises the performance of the Foundation and the Executive Management; and
- ensures that the Foundation is properly organised.
The Board decides which grant areas the Foundation will support and establishes specialist committees comprising experts of high international calibre. The Foundation also draws on external international experts. This structure ensures that every applicant awarded a grant from the Foundation has been subjected to comprehensive peer review, thereby guaranteeing that the application is assessed on its quality, potential and viability and on the merits of the applicant’s qualifications before the Foundation decides to award a grant.
The Board decides the rules of procedure, and every year it decides on the framework for the committees’ work, including their specific grant instruments and the amount of money allocated for these.
The committee members are elected for a period of up to four years, with the possibility of being reappointed for an additional term of up to two years. The total number of years as Chair and member of the same committee, however, cannot exceed 10 years.
The Board holds at least four ordinary board meetings each year and a number of additional meetings discussing more strategic issues.
The Board determines and approves the Board members’ remuneration for the preceding financial year at an ordinary board meeting in March where the Board approves the Annual Report for the Novo Nordisk Foundation. The Foundation’s remuneration policy is that the Board members receive a reasonable base fee for their work on the Board. The Chairman of the Board receives 3 times the base fee, the Deputy Chairman receives twice the base fee and the other members receive 1 times the base fee. In addition, the Chair of the Nomination Committee receives 0.5 times the base fee, and the other member of the Nomination Committee receives 0.25 times the base fee. Finally, the two Board members elected under the Articles of Association with a medical or scientific background receive remuneration for work as members of the Foundation’s specialist committees, as determined by the Board, in addition to their remuneration as Board members.
In March 2017, the Board of the Novo Nordisk Foundation approved an annual basic board fee of DKK 300,000 for board members, with the Vice Chair receiving the board fee multiplied by 2 and the Chair of the Board receiving the board fee multiplied by 3. Fees for the committees are 0.5 x basic board fee for the Chair of the Nomination Committee and 0.25 x board fee for members of the Scientific Advisory Group.
Each year, the Board evaluates its work and the collaboration between the Board and the Executive Management to identify areas for improvement. The Chairmanship facilitates this evaluation.
The Board’s rules of procedure lay down the framework for the work of the Board and are evaluated regularly to ensure that they reflect the activities of the Foundation at all times.
The Board has decided who may and shall speak on behalf of the Foundation to the public and on which matters. The Chairman speaks on behalf of the Board and about the Foundation’s corporate interests. The Executive Management speaks on behalf of the Foundation about the grant policies and strategies decided by the Board and on all operational issues related to the Foundation’s work. Senior employees may, following usual coordination with the Executive Management, speak about matters within their field of expertise, including on grants and publications.
The Foundation has established a corporate social responsibility policy that covers the Foundation’s grant-awarding activities.