Corporate governance
Corporate governance is the name given to the frameworks and guidelines for business management. This includes the overall structures and principles that regulate the interaction between the company’s management bodies, the shareholders, and other stakeholders. As each business entity is unique, there is no precise definition of “good corporate governance.” Novozymes’ goal is to have a management system in place that at all times ensures openness and transparency, providing stakeholders with relevant insight into the business.
In laying down the management principles for Novozymes, the Board of Directors has followed the revised Corporate Governance Recommendations, which are part of the disclosure requirements applicable to companies listed on NASDAQ OMX Copenhagen A/S. The Board of Directors considers that Novozymes complies with the recommendations, with two exceptions:
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Information on the remuneration of the company’s management is provided at an aggregate rather than an individual level. Novozymes does not consider that information at individual level increases the level of information for stakeholders.
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Due to the limitations of the law, the articles of association of the parent companies Novo A/S and the Novo Nordisk Foundation, and Novozymes’ ownership structure, the Board of Directors reserves the right in certain circumstances to reject takeover bids without consulting the shareholders
A detailed review of Novozymes’ positions on the individual recommendations can be found under “Corporate Governance/The Nørby Report” at www.novozymes.com.
In accordance with Danish legislation Novozymes has a two-tier management system, comprising the Board of Directors and Executive Management, with no individual being a member of both. The division of responsibility between the Board of Directors and Executive Management is clearly laid down and described in “Rules of procedure for the Board of Directors” and “Guidelines for Executive Management” at www.novozymes.com.
