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Governance

The Novo Nordisk Foundation is an independent Danish enterprise foundation. It supports philanthropic purposes using funds deriving from its ownership of and investment in companies and other financial assets. It operates independently of any other interests than those described in the Foundation’s objects.

The Foundation is governed by the Danish Act on Commercial Foundations and supervised by the Danish Business Authority.

In addition, the Novo Nordisk Foundation is covered by the Recommendations on Foundation Governance from the Committee on Good Foundation Governance.

Board of Directors

The Foundation is governed by a Board of Directors consisting of a total of 10 members, of whom six members are elected under the Articles of Association and four are employee-elected Board members. 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.

The Board:

  • Decides its Rules of Procedure which 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
  • Approves the overall strategy for the Foundation
  • Awards grants and annually provides mandates to committees or management to award grants
  • Supervises the performance of the Foundation and the CEO and the organisation of the Foundation
  • Supervises the Board of Novo Holdings A/S with the overall strategy of Novo Holdings A/S
  • Holds at least four ordinary board meetings each year and at one of the ordinary board meetings, the Board reviews and approves the Annual Report and determines and approves Board members’ remuneration for the preceding financial year
  • Decides who may and shall speak on behalf of the Foundation to the public and on which matters. The Chair speaks on behalf of the Board
  • Establishes policies on grants with grant-giving principles

A grant can either be decided directly by the Board of Directors or via annual mandate letters to expert committees, the Chairmanship (Chair and Vice Chair) and the CEO. The expert committees, the Chairmanship and the CEO implement the decisions of the Board of Directors by identifying projects and researchers.

The Board has decided that the rules of procedure for each committee follow the best international standards. Hence, committee members are internationally recognised experts in their field who often have national and international experience as members of research councils and academic assessment committees.

The Board has established a Nomination & Remuneration Committee comprising two or more members elected by and among the Board members. One Committee member is appointed as Chair. In April 2025, the Board elected Lars Rebien Sørensen as Chair of the Committee and Lars Munch and Nana Bule as members. The Committee assists the Board by reviewing the Competency 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.

The Foundation’s remuneration policy is that the Board members receive a reasonable base fee for their work on the Board. The Chair of the Board receives three times the base fee, the Vice Chair receives twice the base fee and the other members receive one time the base fee. In addition, the Chair of the Nomination & Remuneration Committee receives 0.5 times the base fee, and the other members of the Committee receive 0.25 times the base fee. Finally, the 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.

Each year, the Board evaluates its work and the collaboration between the Board and the CEO to identify areas for improvement. The Chairmanship facilitates this evaluation.

Executive Management

The Executive Management carries out the day-to-day management of the Foundation and is responsible for all operational matters related to the Foundation and for implementing the policies and strategies adopted by the Board of Directors.

The Board approves the employment of the CEO based on the recommendation of the Nomination & Remuneration Committee. The Committee evaluates the performance of the CEO for subsequent Board approval.

Auditing

The accounts of the Foundation are audited by a state-authorised public accountant appointed by the Board based on recommendation by the Chairmanship. An auditor is elected each year at the ordinary board meeting that also approves the Novo Nordisk Foundation Group accounts.

Taxation

Pursuant to the Danish Foundation Tax Act, the Novo Nordisk Foundation is taxed in accordance with the general rules of Denmark’s tax legislation applying to limited liability companies but with the exceptions stipulated by the Danish Foundation Tax Act.

In addition, the Foundation may reduce its tax liability based on the grants it awards. In addition to deducting the amount of the grants, the Foundation may take advantage of special provisions for consolidation purposes of 4% if the grants are awarded for charitable purposes.