New York Stock Exchange – Corporate Governance Standards, November 2004
| Foreign listed companies are required to describe significant differences between New York Stock Exchange’s and the foreign companies’ corporate governance standards. Novo Nordisk is in general in compliance with all of New York Stock Exchange’s Corporate Governance Standards applicable to it, but the following significant differences exist between Novo Nordisk governance standards and those imposed by the New York Stock Exchange on US companies: | |
| NYSE Corporate Governance Standards | Novo Nordisk approach |
| Director independence Listed companies must have a majority of independent directors unless they are "controlled", which the New York Exchange defines as having more than 50% of the voting power of the listed company held by another company. Novo Nordisk is such a controlled company and is therefore exempt from this requirements in the same manner US companies are. | The majority of shareholder elected board members is independent (as defined in NYSE’s standards). The employees have, however, elected three employees as board members in accordance with Danish law. |
| Nomination/Corporate Governance Committee Listed companies must have a nominating/corporate governance committee composed entirely of independent directors unless they are "controlled", which the New York Exchange defines as having more than 50% of the voting power of the listed company held by another company. Novo Nordisk is such a controlled company and is therefore exempt from this requirements in the same manner US companies are. | Novo Nordisk has not established a separate nominating/ corporate governance committee. The chairmanship serves as nominating/corporate governance committee and presents proposals for the board’s decision. |
| Compensation Committee Listed companies must have a compensation committee composed entirely of independent directors unless they are "controlled", which the New York Exchange defines as having more than 50% of the voting power of the listed company held by another company. Novo Nordisk is such a controlled company and is therefore exempt from this requirements in the same manner US companies are. | Novo Nordisk has not established a separate compensation committee. The Chairmanship serves as a compensation committee and presents proposals for the board’s decision. |
| Audit Committee Listed companies must have an audit committee that satisfies the requirements of Rule 10A-3 under the Exchange Act. Each audit committee member must satisfy certain additional independence requirements imposed by NYSE. | Novo Nordisk has an Audit Committee but one member of the Audit Committee may not meet these additional requirements |
Shareholder Approval of Equity Compensation Plans Shareholders of listed companies must be given the opportunity to vote on all equity-compensation plans and material revisions to them. | Under Danish law, this practice is not contemplated. Accordingly, equity compensation plans are not subject to shareholder approval. |
| Corporate Governance Guidelines Listed companies must adopt and disclose corporate governance guidelines. | Novo Nordisk has a framework consisting of a number of rules and guidelines, including the Articles of Association of Novo Nordisk and Rules of procedure of the board of directors. Novo Nordisk has not established separate corporate governance guidelines as a response to the standards established by the New York Stock Exchange because Novo Nordisk’s framework is already well integrated in the company and includes rules and guidelines reasonably similar to those requirements defined as corporate governance guidelines in the standards established by the New York Stock Exchange. |
| Code of business conduct and ethics Listed companies must adopt and disclose a code of business conduct and ethics for directors, officers and employees, and promptly disclose any waivers of the code for directors or executive officers. | Novo Nordisk has a framework consisting of a number of rules and guidelines, including but not limited to the Novo Nordisk Way of Management, which consists of the company's Vision, Charter, commitment to the Triple Bottom Line and Policies. Novo Nordisk Way of Management is principle based and describes corporate values and required mind sets on business conduct and ethics including a number of the topics dealt with in the rules on Code of Ethics set forth in the Sarbanes Oxley Act and in the New York Stock Exchange Listed Company Manual. Novo Nordisk has not established a separate Code of Ethics as a response to the requirement set forth in the Sarbanes Oxley Act because Novo Nordisk’s framework is already well integrated in the company and includes rules and guidelines reasonably similar to those requirements defined as Code of Ethics in the Sarbanes Oxley Act and in the New York Stock Exchange Listed Company Manual. |
