_{^{Corporate governance}}
Leadership

Board composition

In accordance with Danish legislation, Novonesis has a two-tier management system comprising the Board of Directors and the Executive Management, with no individual being a member of both.

Novonesis’ Articles of Association require the Board of Directors to have four to ten members elected at the annual general meeting, of which there are currently eight. They are elected for one year at a time. Nominations are based on an evaluation of factors such as competencies, diversity, independence and prior performance. The Board of Directors also includes four members elected by employees, who serve four-year terms.
 

Board Members

^{*According to the definition in Section 3.2.1 of the Danish Recommendations on Corporate Governance.}

Board competencies and key responsibilities

The Board of Directors is accountable to the company’s shareholders for the way the company conducts its business. The composition of the Board of Directors must therefore be such that the combined competencies of the Board enable it to inspire, guide and oversee the company’s development, and diligently address and resolve the issues and challenges faced by the company at any time.

The required competencies are defined in a competency profile that specifies various personal characteristics, skills and experience. The individual competencies of the members of the Board of Directors are shown in the presentation of the Board of Directors and Executive Leadership Team.

The Board’s main responsibilities are to: Ensure the right management and organizational structure, supervise financial, social and environmental performance and the Executive Leadership Team’s day-to-day running of the company, decide the overall management and strategic development of the company.

Establishment and function of the Chairmanship

A Chairmanship has been established in accordance with the Articles of Association and the Rules of Procedure for the Board of Directors. It has two members – the Chair and the Vice Chair – and is responsible for assisting the Board of Directors in overseeing the Executive Leadership Team’s day-to-day running of the company and reporting back to the Board of Directors. The Chairmanship is also responsible for planning and preparing meetings of the Board of Directors.

Board committees

The Board of Directors have established three Board committees: an Audit Committee, a Nomination and Remuneration Committee, an Innovation Committee. For information about their function and charters, please see below. 

Board evaluation

The Board of Directors conducts an annual Board evaluation facilitated by the Chair. Every three years, the evaluation is led by an external third party, and one such evaluation was conducted in 2024.

In 2024, the evaluation included all members of the Board and the Executive Leadership Team, and it addressed topics such as the dynamics and engagement of the Board; the effectiveness of the Board in fulfilling its key duties; the roles and responsibilities of the Chair, the CEO and directors; the Board’s functioning and its organization; the Board’s size and its composition; the composition and duties of the Board committees; and the contribution of individual members.

The process consisted of completing a questionnaire, along with in-depth interviews conducted by an external third party with each Board and Executive Leadership Team member, which included a peer-to-peer review. The outcome was presented by the external third party at a Board meeting in November 2024 and discussed with the Board. Additionally, the Chair conducted individual meetings with each of the Board members to provide feedback on their performance.

The evaluation showed an overall good performance by the Board and good collaboration between the Board and the Executive Leadership Team. The 2024 evaluation’s key focus areas for the Board are revisiting the composition of the Board and the charter of the Innovation Committee; refocusing on the longer-term strategy; and management succession planning.