Corporate Governance in the Novo Group
Novo A/S is the majority shareholder in the publicly listed and independently operating companies Novo Nordisk A/S and Novozymes A/S and as such represents the interests of the Novo Nordisk Foundation through participation on the boards of the companies in the Novo Group.
As a first principle, no director can be elected to more than two of the three bodies: The Foundation, Novo A/S, and the operating companies.
Novo A/S owns 25,5% of the share capital in Novo Nordisk and Novozymes. Through the existence of two share classes, A shares with 10 votes per share and B shares with one vote per share, Novo A/S has majority voting power – approximately 70% - at the two companies’ Annual General Meetings (AGM). It is the basic philosophy to consider the interests of the minority shareholders.
Despite the majority voting power, Novo A/S exercises its ownership in an unobtrusive manner. This is first and foremost manifested by the fact that the Novo Nordisk Foundation and Novo A/S together hold only three out of twelve seats on the board of directors of Novo Nordisk and two out of ten in the case of Novozymes. Consequently, the management of Novo Nordisk and Novozymes can carry out their businesses without having to seek approval from the main shareholder for programmes, projects, budgets, etc. Thus, Novo A/S can and does concentrate on its reason for being: To administer the assets of the Novo Nordisk Foundation in a manner that supports the objectives of the Foundation:
- to provide a stable basis for the commercial and research activities of Novo Nordisk and Novozymes
- to support medical research
- to contribute to the conservation of Novo Nordisk’s research hospital, and furthermore
- to support scientific, humanitarian and social purposes
Click here to see Novo A/S' 'Articles of Association'.