Report
Expert Corporate Governance Service (ECGS)
EUR 500.00 For Business Accounts Only

Novo Nordisk, March 21 2019

In general, Novo Nordisk is in compliance with the Danish regulations relating to the organisation and procedures of the Annual General Meeting.

Under ITEM 5.3 (b), it is proposed to newly appoint Ms. Laurence Debroux as Member of the board of directors. Although Ms. Debroux would be considered independent in accordance with provision 3.2.1 of the Danish Recommendations on Corporate Governance, ECGS has concerns over her aggregate time commitments. Ms. Debroux is currently already serving as CFO of Heineken N.V. (listed) and non-executive director of Exor N.V. (listed). Taking into account her proposed appointment at Novo Nordisk A/S (listed), the number of mandates held would exceed ECGS' guidelines. Therefore, ECGS normally would have recommended opposition. However, considering that the proxy card does not permit this, it recommends abstention instead.

Under ITEM 5.3 (c), it is proposed to re-appoint Mr. Andreas Fibig as Member of the board of directors. Although he is considered independent, ECGS notes that Mr. Fibig missed more than 25% of the board meetings in 2018, without adequate justification.  Therefore, ECGS normally would have recommended opposition. However, considering  that the proxy card does not permit this, it recommends abstention instead.

Under ITEM 6, the board of directors proposes to re-appoint PricewaterhouseCoopers as the Company's statutory auditor. In light of the substantial amount of non-audit fees as well as the current term in office of the auditor, ECGS normally would have recommended opposition. However, considering that the proxy card does not permit this, it recommends abstention instead.

Under ITEM 7.4, the board of directors seeks approval of the Company's remuneration policy. Although ECGS has no major concerns over the proposed amendments, it is missing an actual LT component (with a performance measurement period of at least 3 years) under the Company's compensation package. Accordingly, ECGS recommends to vote OPPOSE.

ITEM 8.1 is a proposal made by a shareholder. ECGS does not support the proposal and accordingly recommends to vote OPPOSE. Finally, ECGS notes that Novo Nordisk is currently involved in various US lawsuits among others relating to (i) alleged artificially inflated benchmark prices of insulin products; (ii) product liability matters in connection with the use of incretin-based medications; and (iii) several former executives who are accused of allegedly inflating the Company's financial results, failed to disclose pricing pressure and rising rebate payments to pharmacy benefit managers during the period 2015-17.

Underlying
Novo Nordisk A/S B

Novo-Nordisk is a global healthcare company engaged in the innovation of diabetes care. Co. also provides haemophilia care, growth hormone therapy and hormone replacement therapy. The Diabetes care business segment includes research, development, manufacturing and marketing of products within the areas of insulin, GLP-1 and related delivery systems, oral antidiabetic products (OAD) and obesity. The Biopharmaceuticals business segment includes research, development, manufacturing and marketing of products within the areas of haemophilia, growth hormone therapy, hormone replacement therapy, inflammation therapy and other therapy areas.

Provider
Proxinvest
Proxinvest

Founded in 1995, Proxinvest is an independent proxy firm supporting the engagement and proxy analysis processes of investors. Proxinvest mission is to analyse corporate governance practices and resolutions proposed at general meetings of listed firms.

Proxinvest main services are :

  • ​Proxy reports
  • Definition and monitoring of client customized voting guidelines
  • Corporate Governance Data and Rating
  • Thematic research
  • Engagement support

Proxinvest has been a pioneer and champion of good corporate governance and has grown into a recognised expert in the field.

Proxinvest is independently-owned and only works for investors : Proxinvest does not provide consulting services to the companies it covers, mitigating related risks to its clients and ensuring the independence of our analysis. As a result Proxinvest is able to take a robust, independent, engaged and unconflicted view of the companies in which our clients invest.

As Managing Partner of Expert Corprate Governance Service Ltd (ECGS), Proxinvest has built a large network of corporate governance experts to support clients in corporate governance analysis worldwide. 

Analysts
Expert Corporate Governance Service (ECGS)

Other Reports on these Companies
Other Reports from Proxinvest
Other Reports from these Analysts

ResearchPool Subscriptions

Get the most out of your insights

Get in touch