The purpose of the Novo Group Governance Principles is to ensure good governance between entities in the Novo Group. The Novo Group consists of the following entities:
• Novo Nordisk Foundation
• Novo Holdings A/S, the Novo Nordisk Foundation’s wholly owned subsidiary
• The operating companies Novo Nordisk A/S and Novonesis A/S
The governance principles intend to enable the Novo Group entities to fulfil their specific objectives and create a robust system of checks and balances while maintaining an arm’s length relationship with the operating companies. They intend to ensure that no individual, board or entity can exert undue influence or act in a way that unduly prioritises individual interests over those of the Novo Group as a whole and to promote transparency and accountability.
The Board of the Novo Nordisk Foundation has defined the following principles for good governance across the Novo Group.
Principle 1: The entities of the Novo Group must have independent and qualified boards
An independent board is defined as a board with a majority of independent shareholder or article-elected board members. Independence is defined in the Recommendations on Corporate Governance and Recommendations on Foundation Governance. Qualified boards possess the necessary skills and knowledge to set the strategic direction of the entities and support the management in the best way.
Principle 2: Novo Nordisk and Novonesis must have independent chairs
An independent chair is defined as an individual who is considered independent in line with the current version of Recommendations for Corporate Governance. Having independent chairs helps ensure an arm’s length relationship and provides assurance to other shareholders that the Boards of Novo Nordisk and Novonesis are led by individuals who are positioned to provide objective oversight without ties to or affiliations with Novo Holdings or the Novo Nordisk Foundation.
An independent chair is not considered necessary for Novo Holdings as the Novo Nordisk Foundation is its sole shareholder.
Principle 3: There must be an overlap between the Novo Nordisk Foundation Board and Novo Holdings Board Chairmanships
To ensure that the investment decisions of Novo Holdings are aligned with the strategic priorities and direction of the Novo Nordisk Foundation, there should be an overlap between the Novo Nordisk Foundation and Novo Holdings’ Chairmanships. This means that either the Chair or Vice Chair of the Novo Nordisk Foundation must serve as either Chair or Vice Chair of Novo Holdings. Furthermore, the Novo Nordisk Foundation’s Board of Directors should appoint an additional Foundation board member to the Novo Holdings Board of Directors.
Principle 4: The Novo Nordisk Foundation must have two representatives on each of the Boards in Novo Nordisk and Novonesis
Given the obligation in the Novo Nordisk Foundation’s articles to provide a stable basis for the operations of the Novo Group, the Novo Nordisk Foundation should have two representatives on the Board of Novo Nordisk and the Board of Novonesis, respectively. These representatives are designated by the Novo Holdings Board.
Principle 5: If an individual serves on more than one board in the Novo Group it must be vertically adjacent boards
If an individual serves on multiple boards in the Novo Group at different vertical levels, it must be vertically adjacent levels (e.g. Novo Nordisk Foundation and Novo Holdings, or Novo Holdings and Novonesis, but not Novo Nordisk Foundation and Novonesis). This is to foster independent decision-making and mitigate the risk of conflicts of interest.
Principle 6: As the caretaker of the Novo Nordisk Foundation’s financial assets, the Board of Novo Holdings is responsible for managing its shareholding in the operating companies
The Novo Nordisk Foundation has placed the ownership of its shares in the operating companies with Novo Holdings. As the caretaker of the Novo Nordisk Foundation’s financial assets the Board of Novo Holdings is responsible for managing its shareholding in and overseeing the relationship with the operating companies.
Principle 7: The Boards of Novo Holdings and the Novo Nordisk Foundation should have deep knowledge about and experience from the operating companies within the Novo Group
In order to fulfil the obligations in the Novo Nordisk Foundation’s articles to provide a stable basis for the activities of Novo Nordisk and Novonesis, it is imperative that the Novo Nordisk Foundation and Novo Holdings always have one to two members on their Boards who have significant prior experience from the executive management or board of Novo Nordisk or Novonesis. One of these members should always be part of the Chairmanship of the Novo Nordisk Foundation.
Principle 8: There must be a formal meeting structure between the Novo Group entities
The structure should ensure relevant interaction between the Boards of the operating companies, Novo Holdings and the Novo Nordisk Foundation, and allow for exchange of information in accordance with applicable law. This structure is not intended to include direct interaction between Novo Nordisk and Novonesis.
DEVIATIONS AND EXCEPTIONS
The governance principles outlined in this policy may be deviated from if the Board of the Novo Nordisk Foundation determines that such deviations are strictly necessary for the Foundation to fulfil its purpose as a responsible, relevant, and capable owner.
Any exceptions must be for a limited period of time, approved by the Board of the Novo Nordisk Foundation and recorded in the Board’s minutes. Any approved exceptions must be reviewed on an annual basis to ensure they continue to be strictly necessary.
Approved by the Board of Directors of the Novo Nordisk Foundation on 6 November 2025.
