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Corporate governance

Corporate governance concerns the frameworks for business management, including the overall principles and structures regulating interaction between the company’s management bodies. The aim is to establish good corporate governance, including openness and transparency, to give stakeholders relevant insight into the business.

In line with the ‘comply or explain’ principle, the Board has considered the revised Corporate Governance Recommendations that form part of the disclosure obligations for companies listed on the OMX Nordic Exchange Copenhagen.

The Board is of the opinion that Novozymes conforms to the OMX Nordic Exchange Copenhagen’s recommendations in the most appropriate and satisfactory manner. The company complies with the revised recommendations with two exceptions:

  • Information on the remuneration of the company’s management is provided at an aggregate rather than an individual level.

  • Due to the limitations of the law, the articles of association of the Novo Nordisk Foundation, and the ownership structure of Novozymes, the Board reserves the right to reject takeover bids without presentation to shareholders in certain circumstances.

In 2006, the European Commission initiated an investigation into whether the control structure of listed companies compromises the company’s financial results. In 2007, the European Commission concluded, on the basis of its investigation and a number of independent studies, that the control structure has no negative impact on the company’s results. It also concluded that the principle of freedom of contract for control structures is used in all European countries. The European Commission then shelved any plans to instigate changes in this area.

This conclusion is supported by Novozymes’ financial results, position in the world of research, and contributions to the environment, sustainability and social factors. The Board is of the opinion that retaining the A and B shareholder structure is the best way to safeguard Novozymes’ long-term development and that this will also benefit the company’s stakeholders.

In 2007, as in previous years, the Board and Executive Management assessed the quality of their mutual cooperation. The outcome was generally positive; however, to further improve cooperation certain practical agreements have been entered into.

You can see a detailed description of Novozymes’ approach to corporate governance and its management and control systems, including an update on the revised Corporate Governance Recommendations from OMX Nordic Exchange Copenhagen, at www.novozymes.com