Corporate Governance Benchmark 2007
In 2007, Novo Nordisk commissioned ISS Corporate Services Inc. (ISS) to appraise the company’s corporate governance practices against those of its national, European and US peers as well as international best practice standards. The ISS study confirmed Novo Nordisk’s strong performance in its corporate governance disclosure practice. It also provided compelling evidence of Novo Nordisk’s firm commitment to good corporate governance and to the maximisation of shareholder value.
ISS also revealed areas where Novo Nordisk could consider adjustments. Some adjustments have already been implemented and others will be considered in coming years. Novo Nordisk remains committed to the general principles of good corporate governance and aims to enhance its culture so as to foster these principles at every level of the organisation.
Another recommendation in the ISS report, which was also on the agenda of the 2008 Annual General Meeting, concerned the Board’s standing mandate to increase the share capital.
Best practice in this regard is that a board’s ability to issue B shares without preemptive subscription rights for current B shareholders is limited to a maximum of 20% of the share capital. Novo Nordisk’s Board currently has the right to issue B shares without preemptive subscription rights to a value corresponding to 34.1% of the share capital. The proposal is to reduce this to 20%.
One recommendation that was on the agenda of the 2008 Annual General Meeting concerned an adjustment of the threshold for calling an extraordinary general meeting. So as to bring this procedure into line with best practice, it is proposed that the threshold be reduced from the current 10% of total share capital to 5%. This would, naturally, simplify the process of calling an extraordinary general meeting and would give shareholders greater voice. The General Meeting approved such proposal.


