Foundation governance

The Board elects among its members a Chair and a Vice Chair, who constitute the Chairmanship that plans the board meetings. In April 2025 the Board elected Lars Rebien Sørensen as Chair and Lars Munch as Vice Chair.

The Board has established a Remuneration & Nomination 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 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 four-year term.

The Board:

• 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, 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 CEO; 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 caliber. 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 its rules of procedure, and every year it decides on the framework for the specialist committees’ work, including their specific grant instruments and the amount of money allocated for these.

The specialist 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 where the Board also 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 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 Remuneration & Nomination Committee receives 0.5 times the base fee, and the other member of the Committee receives 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.

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 Chair speaks on behalf of the Board.

The menu on the left provides an overview of how the Foundation complies with the individual recommendations.

The Foundation’s shares in Novo Holdings A/S are non-negotiable instruments and are prohibited from being sold as long as the Foundation exists. By exercising the Foundation’s voting rights in Novo Holdings A/S, the Foundation’s Board is obligated at all times:

• to hinder any capital increase in Novo Holdings A/S by which the Foundation would lose its majority of votes in Novo Holdings A/S;
• to hinder any sale by Novo Holdings A/S of A shares in Novo Nordisk A/S and/or Novozymes A/S (Novonesis); and
• to ensure that all decisions made in Novo Holdings A/S comply with and respect the provisions of the Foundation’s Articles of Association.

The Board is obligated to ensure reasonable consolidation of the Foundation through suitable appropriation of funds, possibly in Novo Holdings A/S, among other things, to enable the Foundation to participate at the discretion of the Board, possibly through Novo Holdings A/S, in future capital increases of Novo Nordisk A/S and Novozymes A/S (Novonesis) and thus maintain the controlling interest in these companies.

To the extent deemed necessary by the Board to uphold and develop the commercial and research activities of Novo Nordisk A/S and Novozymes A/S (Novonesis) as internationally competitive companies, the Foundation, in connection with a capital increase in Novo Nordisk A/S and/or Novozymes A/S (Novonesis) or in connection with, for example, a merger of these companies with other companies, may waive its controlling interest in Novo Nordisk A/S and/or Novozymes A/S (Novonesis). Nevertheless, the Foundation is obligated to strive to maintain material influence in Novo Nordisk A/S and/or Novozymes A/S (Novonesis) through Novo Holdings A/S.