In laying down the management principles for Novozymes, the Board of Directors has followed the Recommendations on Corporate Governance that form part of the disclosure requirements applicable to companies listed on NASDAQ OMX Copenhagen.
This code was revised in 2010, resulting in a total of 78 recommendations, many of which are new. The Board of Directors considers that Novozymes complies with the new code, with the following exceptions:
- Remuneration and nomination committees have not been set up. Instead, these responsibilities are laid down in the charter for the Chairmanship, which consists of the Chairman and Vice-Chairman of the Board
- Information on the remuneration of Executive Management is provided at an aggregate rather than an individual level. Novozymes considers this information to be private and confidential, and believes that information at an individual level is of limited value to shareholders. Information on the maximum level of individual remuneration is nevertheless provided, please refer to Note 4 to the financial statements
- The remuneration policy for Executive Management contains no specific clause on the repayment of variable remuneration components paid on the basis of misstated information as Novozymes considers the rules in Danish law to be sufficient in such cases
- The current Executive Management has the right to termination payments amounting to a maximum of three years’ fixed base salary and pension contributions. This maximum does not currently exceed the recommended maximum of two years' total remuneration. Novozymes has decided not to change existing contracts, but future contracts will provide for a maximum of two years’ fixed base salary
- Due to the limitations imposed by the articles of association of the Novo Nordisk Foundation and Novozymes’ ownership structure, the Board of Directors reserves the right in certain circumstances to reject takeover bids without consulting shareholders
A detailed review of Novozymes’ positions on all of the recommendations can be found under Corporate governance at www.novozymes.com .
Novozymes also acts within the parameters of Touch the World – a document setting out our values and commitments. We have also committed ourselves to principles derived from the following international charters and standards:
- Novozymes subscribes to the International Chamber of Commerce’s Charter for Sustainable Development
- Novozymes supports the United Nations Convention on Biological Diversity
- Novozymes supports the United Nations Declaration of Human Rights
- Novozymes subscribes to the United Nations Global Compact
Changes since last year
Michael Munksø, an employee representative elected to the Board of Directors, took up a position outside Novozymes in 2010. He was therefore replaced by alternate member Lars Bo Køppler as of December 1.