This document provides an overview of Novo Nordisk A/S and its corporate governance culture. It discusses Novo Nordisk's governance structure which includes a two-tier board with oversight and management boards. The company emphasizes social responsibility and sustainability through its commitment to stakeholders, investments in life sciences research, and providing healthcare access. Novo Nordisk adopts a triple bottom line approach and aims to be accountable for its financial, environmental and social performance. Overall, the document examines how Novo Nordisk implements strong corporate governance and ethics into its business practices.
Corporate governance is a vital part of the company. This project is about to study any one of companies and one of that company’s ownership and management according torules and regulations. In this project we have studied the different shareholders of company, from identifying the needs wants and demands of their product among the people, and how company developed the relationship with stakeholders, that are how they have done the investment situations. We have studied the Major shareholders fluctuation in in the value of shares during the last five years earnings per share and payment of dividend to the shareholders CEO/senior executive compensation pattern corporation’s profit corporation’s reputation and all other necessary information.
At the end I have studied the SWOT and PEST analysis of the company and conclusion and recommendations.
How to implement a good corporate governance?Adam Greene CPA
The concept of corporate governance refers to a set of principles and standards that determine, on one hand, the design, integration, financial planning and operation of the governing bodies of companies .
Corporate governance is a vital part of the company. This project is about to study any one of companies and one of that company’s ownership and management according torules and regulations. In this project we have studied the different shareholders of company, from identifying the needs wants and demands of their product among the people, and how company developed the relationship with stakeholders, that are how they have done the investment situations. We have studied the Major shareholders fluctuation in in the value of shares during the last five years earnings per share and payment of dividend to the shareholders CEO/senior executive compensation pattern corporation’s profit corporation’s reputation and all other necessary information.
At the end I have studied the SWOT and PEST analysis of the company and conclusion and recommendations.
How to implement a good corporate governance?Adam Greene CPA
The concept of corporate governance refers to a set of principles and standards that determine, on one hand, the design, integration, financial planning and operation of the governing bodies of companies .
CH -11 CORPORATE GOVERNANCE AND OTHER STAKEHOLDERSBibek Prajapati
CH -11 CORPORATE GOVERNANCE AND OTHER STAKEHOLDERS
FOR CS PROFESSONAL, CA,CMA, MBA
Stakeholder Concept
• Recognition of Stakeholder Concept In Law
• Stakeholder Engagement
• Stakeholder Analysis
• Types of Stakeholders
• Caux Round Table
• Clarkson Principle of Stakeholder Management
• Governance Paradigm and Stakeholders
• Stakeholders provide resources that are more or less critical to a firm’s long-term success. These resources may be both tangible and intangible. Shareholders, for example, supply capital; suppliers offer material resources or intangible knowledge; employees and managers grant expertise, leadership, and commitment; customers generate revenue and provide infrastructure; and the society builds its positive corporate images.
• A director of a company shall act in good faith in order to promote the objects of the company for the benefit of its members as a whole, and in the best interest of the company, its employees, the community and the environment.
• Stakeholder engagement leads to increased transparency, responsiveness, compliance, organizational learning, quality management, accountability and sustainability. Stakeholder engagement is a central feature of sustainability performance.
• Primary stakeholders are those whose continued association is absolutely necessary for a firm’s survival; these include employees, customers, investors, and shareholders, as well as the governments and communities that provide necessary infrastructure.
• Secondary stakeholders do not typically engage in transactions with a company and thus are not essential for its survival; these include the media, trade associations, and special interest groups.
• Customers are considered as the king to drive the market and they can sometimes exercise influence by consolidating their bargaining power in order to get lower prices.
• The lenders put a check and balance on the governance practices of an organization to ensure safety of their fund and as a societal responsibility.
• The organization which builds a mutually strong relationship with its vendors improves its overall performance in the marketplace.
• The society provides the desired climate for successful operation of a company business. If society turns against the company, then business lose its faith in the eyes of other stakeholders be it government or customer.
UX, ethnography and possibilities: for Libraries, Museums and ArchivesNed Potter
These slides are adapted from a talk I gave at the Welsh Government's Marketing Awards for the LAM sector, in 2017.
It offers a primer on UX - User Experience - and how ethnography and design might be used in the library, archive and museum worlds to better understand our users. All good marketing starts with audience insight.
The presentation covers the following:
1) An introduction to UX
2) Ethnography, with definitions and examples of 7 ethnographic techniques
3) User-centred design and Design Thinking
4) Examples of UX-led changes made at institutions in the UK and Scandinavia
5) Next Steps - if you'd like to try out UX at your own organisation
An immersive workshop at General Assembly, SF. I typically teach this workshop at General Assembly, San Francisco. To see a list of my upcoming classes, visit https://generalassemb.ly/instructors/seth-familian/4813
I also teach this workshop as a private lunch-and-learn or half-day immersive session for corporate clients. To learn more about pricing and availability, please contact me at http://familian1.com
CH -11 CORPORATE GOVERNANCE AND OTHER STAKEHOLDERSBibek Prajapati
CH -11 CORPORATE GOVERNANCE AND OTHER STAKEHOLDERS
FOR CS PROFESSONAL, CA,CMA, MBA
Stakeholder Concept
• Recognition of Stakeholder Concept In Law
• Stakeholder Engagement
• Stakeholder Analysis
• Types of Stakeholders
• Caux Round Table
• Clarkson Principle of Stakeholder Management
• Governance Paradigm and Stakeholders
• Stakeholders provide resources that are more or less critical to a firm’s long-term success. These resources may be both tangible and intangible. Shareholders, for example, supply capital; suppliers offer material resources or intangible knowledge; employees and managers grant expertise, leadership, and commitment; customers generate revenue and provide infrastructure; and the society builds its positive corporate images.
• A director of a company shall act in good faith in order to promote the objects of the company for the benefit of its members as a whole, and in the best interest of the company, its employees, the community and the environment.
• Stakeholder engagement leads to increased transparency, responsiveness, compliance, organizational learning, quality management, accountability and sustainability. Stakeholder engagement is a central feature of sustainability performance.
• Primary stakeholders are those whose continued association is absolutely necessary for a firm’s survival; these include employees, customers, investors, and shareholders, as well as the governments and communities that provide necessary infrastructure.
• Secondary stakeholders do not typically engage in transactions with a company and thus are not essential for its survival; these include the media, trade associations, and special interest groups.
• Customers are considered as the king to drive the market and they can sometimes exercise influence by consolidating their bargaining power in order to get lower prices.
• The lenders put a check and balance on the governance practices of an organization to ensure safety of their fund and as a societal responsibility.
• The organization which builds a mutually strong relationship with its vendors improves its overall performance in the marketplace.
• The society provides the desired climate for successful operation of a company business. If society turns against the company, then business lose its faith in the eyes of other stakeholders be it government or customer.
UX, ethnography and possibilities: for Libraries, Museums and ArchivesNed Potter
These slides are adapted from a talk I gave at the Welsh Government's Marketing Awards for the LAM sector, in 2017.
It offers a primer on UX - User Experience - and how ethnography and design might be used in the library, archive and museum worlds to better understand our users. All good marketing starts with audience insight.
The presentation covers the following:
1) An introduction to UX
2) Ethnography, with definitions and examples of 7 ethnographic techniques
3) User-centred design and Design Thinking
4) Examples of UX-led changes made at institutions in the UK and Scandinavia
5) Next Steps - if you'd like to try out UX at your own organisation
An immersive workshop at General Assembly, SF. I typically teach this workshop at General Assembly, San Francisco. To see a list of my upcoming classes, visit https://generalassemb.ly/instructors/seth-familian/4813
I also teach this workshop as a private lunch-and-learn or half-day immersive session for corporate clients. To learn more about pricing and availability, please contact me at http://familian1.com
How to Become a Thought Leader in Your NicheLeslie Samuel
Are bloggers thought leaders? Here are some tips on how you can become one. Provide great value, put awesome content out there on a regular basis, and help others.
Artificial intelligence (AI) is everywhere, promising self-driving cars, medical breakthroughs, and new ways of working. But how do you separate hype from reality? How can your company apply AI to solve real business problems?
Here’s what AI learnings your business should keep in mind for 2017.
The technologies and people we are designing experiences for are constantly changing, in most cases they are changing at a rate that is difficult keep up with. When we think about how our teams are structured and the design processes we use in light of this challenge, a new design problem (or problem space) emerges, one that requires us to focus inward. How do we structure our teams and processes to be resilient? What would happen if we looked at our teams and design process as IA’s, Designers, Researchers? What strategies would we put in place to help them be successful? This talk will look at challenges we face leading, supporting, or simply being a part of design teams creating experiences for user groups with changing technological needs.
3 Things Every Sales Team Needs to Be Thinking About in 2017Drift
Thinking about your sales team's goals for 2017? Drift's VP of Sales shares 3 things you can do to improve conversion rates and drive more revenue.
Read the full story on the Drift blog here: http://blog.drift.com/sales-team-tips
17 Ways to Design a Presentation People Want to ViewJim MacLeod
Tired of boring PowerPoint presentations? Me too. Here are 17 tips to help you create a presentation that not only engages the audience, but forces them to remember what you want them to remember.
Webinar - The Science Behind Hotel Room PricingDuetto
In today’s challenging distribution environment with rising costs and complexities, there’s little room for error. If you’ve properly segmented your customers and are more accurately forecasting demand, you’re ready to take the next step with more advanced pricing strategies that will boost your bottom line.
This webinar will take you from basic strategies to advanced pricing concepts and arm you with the information you need to begin optimizing your revenue.
This is a paper from CIMA Chartered Institute of management accountants and I think it is brilliant. Talks about cost leadership, supply chain, innovation, employee engagament, shareholder value and how all this can support a long term strategy versus a short term strategy.
A light explanation of Corporate Governance for those who want to have a quick understanding of the concept. This presentation was designed for a small team of mixed background individuals and enlightened them with the insight on the concept of Governance.
Due to the current instability in the business world, organizations should be able to anticipate changes and have coherent responses at hand to effective manage risks, create value, build good relations, increase profit and improve competitive positioning.
A report titled Exploring Strategic Risk issued in 2013 for Forbes Insights by Deloitte, contains some very important conclusions for the business community. 300 executives from around the world were interviewed for the study, in an attempt to find out their vision of the risk strategy and current changes and analysing how organizations should face these new challenges.
Sometimes it is difficult to link risks to a specific financial impact and not all data are pertinent to the evaluation of emerging risks. That's why companies have to be aware of internal risks and manage them well in order to be able to manage external risks and invest into strategic assets such as human capital, clients and innovation.
This insight explains the case of the financial services as the sector that less trust generates due to its short-sightedness, lack of values and lack of professional education that resulted in corruption and bad practices, which compromised the financial sector.
The report A Crisis of Culture: Valuing Ethics and Knowledge in Financial Services examines the role of integrity and knowledge in restoring culture in the financial services industry. The conclusions appear in the full version of this document.
The financial industry is just one example in the wider panorama. Lack of values is widespread and creates significant risks. Bad practices trigger problems such as loss of profit, loss of reputation and even loss of shareholders, clients and employees.
The crisis, as well as the arrival of new technologies, urges companies to maintain their good practices and emphasize aspects as ethics, leadership, commitment, performance, transparency and sustainability.
The digital revolution and social networks encourage companies to be more transparent: companies meet their promises and obligations, deliver a coherent dialogue and improve the relationship with their stakeholders.
Application of values raises the possibility of good results and profits for companies through improvement of their reputation and business as well as optimization of resources. This certainly creates competitive advantages, establishes a strong cultural connection and improves employees’ motivation.
Before taking any decision, an institution should keep in mind the fact that it needs implicit and explicit public approval. Good business management implies risk management, creating a climate of trust, good will, credibility, social commitment and empathy between stakeholders and the company.
Corporate Strategy.
Week 3: Lecture
Organisational Purpose & Stakeholders.
Organisational Purpose:
- understanding vision, mission & objectives.
Governance and Corporate Social Responsibility (CSR):
- unpacking systems and non-economic influences.
Stakeholders - scope and analysis:
- links to strategy via power/interest.
Learning Outcomes.
2
Organisational Purpose & Objectives.
It’s tempting to focus on “How”, while minimising “What” – and “Why”.
Think of examples from Lecture 1:
Kodak – “How do we make better film for cameras?”
Nokia – “How do we make better mobile handsets?”
BUT as Peter Drucker observed:-
“That business purpose & business mission are so rarely given adequate thought is perhaps the most important cause of business frustration and failure”.
(from: Management: tasks, responsibilities, practices, 1973)
Pyramid of Purpose.
These can be extended i.e.“Management by Objectives” cascading down plus further links to strategy via “Balanced Scorecard” metrics & SMART tests at operational levels
(SMART = Specific, Measurable, Attainable, Relevant, Time-based)
Level 1: WHY?
Vision, Values,Mission
Level 2: WHAT?
Goals & Objectives.
Level 3: HOW?
Strategy & Action.
Level 4: WHO?
People, Systems & Resources.
4
The Vocabulary of Objectives.
Objectives are statements of specific outcomes to be achieved.
They can be expressed in: financial, market & increasingly social terms.
BUT - there can be confusion with Goals, Aims, Objectives, Targets. They should all be as SMART as possible!
5
Vision & Mission Statements.
Vision concerns the desired future state of the organisation; an aspiration to enthuse, motivate & stretch.
It’s question is: ‘What do we want to achieve?’
Mission aims to provide clarity on the overriding purpose of the organisation
It’s questions are: ‘What business are we in?’ ‘How do we make a difference?’ ‘Why do we do this?’
6
Some Tech Company Missions.
Facebook: to give people the power to share & make the world more open and connected.
Google: to organise the world‘s information & make it universally accessible & useful.
Microsoft: to enable people & businesses throughout the world to realize their full potential.
Skype: to be the fabric of real-time communication on the web.
7
Influences on Purpose.
8
Governance & CSR.
Corporate governance:
structures and systems of control holding managers to account to those who have a legitimate stake in an organisation
Corporate social responsibility (CSR):
‘the responsibility of enterprises for their impacts on society’ (official definition of the European Commission in Brussels)
9
Ownership structureDispersedConcentrated, interlocking pattern of ownership between banks, insurance companies, and corporationsConcentrated in either the hands of owner-mangers or the wider circle of employees in joint-stock corporationsHighly concentrated; recent tendency to more dispersed ownershipHighly concentrated i.
Governance and Ethics - Project Response - Jaineet Kaur
1. Abstract
This is a student project for a diploma programfrom London School of Business and Finance
Novo Nordisk A/S and its
Corporate Governance Culture
Governance and Ethics Module
Jaineet Kaur
2. 1
Table of Contents
Project Plan................................................................................................................................. 2
I. Introduction ....................................................................................................................... 2
II. Statement of Problem........................................................................................................ 3
III. Objective of Project........................................................................................................... 4
IV. Methodology.................................................................................................................... 4
1.Introduction to Novo Nordisk’s Corporate Governance Culture .................................................. 5
2. Novo Nordisk and its Governance Structure.............................................................................. 5
3.Novo Nordisk and Corporate Social Responsibility..................................................................... 7
3.1 Novo Nordisk & Investments............................................................................................ 8
3.2 Novo Nordisk & People.................................................................................................... 9
3.3 Novo Nordisk & Environment .......................................................................................... 9
3.4 Novo Nordisk & its Employees ......................................................................................... 9
4. Novo Nordisk and Ethics..........................................................................................................10
4.1 Business Philosophy........................................................................................................10
4.2 Sustainable Reporting.....................................................................................................11
4.3 Employee Ethical Business Conduct.................................................................................12
5. Novo Nordisk and Triple Bottom Line.......................................................................................12
References ................................................................................................................................14
3. 2
Project Plan
I. Introduction:
Corporate Governance and Ethics is relatively a new subject in the corporate world. The theorists have in the
last fifty(50) years or so started developing strong and deductive theories on the subject along with its
implications.If one tries to look for a definition of Corporate Governance, it will become clear that there is no
‘one’ decided definition,however there areseveral interpretations of what Corporate Governance is.Corporate
Governance broadly speaking is a framework containing the guidelines and rules under which a company
operates, and how it treats its relationship with the shareholder, employees, consumers,stakeholders and the
community at large.
Corporate Governance implementation has transformed over the years and companies nowadays, in order to
maintain shareholder’s confidence, have started structuring themselves in order to pay more attention to
shareholder needs rather than their own self-interests. There is also the budding idea that good Corporate
Governance is important for the long-term sustainability of a company and helps in maintaining profitability.
There is also significantdebate on the extent of social responsibility of a company and how companies impact
the natural environment around them.
To create a foundation for good Corporate Governance several attempts have been made by theorists and
reporting committees to create a benchmark for companies to follow. The primary focus of such theories has
been largecompanies,which invite external investments and can have a substantial impacton the markets and
consumers. One such exampleis the UK Combined Code which has been developed to providebroad Corporate
Governance guidelines and recommendations. The roots of this Code can be seen in the report shared by the
Cadbury Committee led by Sir Adrian Cadbury in 1992. The literatureon this matter has laid emphasis on how
the top management of a company should conduct itself and what the ethical responsibilities of a company
should be.
Other countries likeAustria, Germany, the Netherlands, Denmark etc., have also seen significantdevelopment
on Corporate Governance recommendations. In the USA, the Securities Exchange Commission monitors the
Financial reportingand accountability of the Company. Thus itis clear thatCorporate Governance accountability
is a concern that all countries are trying to grasp.
This Project seeks to explore the methods of good corporate governance by studying the practical example of
Nova Nordisk, a Danish pharmaceutical company pioneering in research and manufacturing of drugs treating
diabetes, haemophilia and growth hormone deficiency, and other bio pharmaceuticals.
4. 3
II. Statement of problem
Recent corporatescandalslikeEnron and the collapseof the global economy in 2008, after the housing market
crisis in USA, has forced the thinking world to take a deeper look at the root cause of such events. The clear
resultis that, there was lack of accountability,bad board management and unethical business practices within
largecompanies.The repercussions of such events create doubts and lack of trust in the investors/stakeholder
mind-set, which is not favourable for economic growth. One needs to understand that the Company –
Stakeholder relationship is a fragile one, and one that rests on trust. One point of view is that the company is
only responsibleto the investors in the company aka the Shareholders,this is also called the “Agency Theory”.
The other more evolved theory is the ‘Stakeholder Theory’, which states that a company not only has a
responsibility to its shareholders, but also to other stakeholders like its employees, its customers, the
environment and the society at large. It is quite clear from the global economic events that companies do not
work in silos and there is a huge impact on how they conduct themselves.
So, the question here is “Whatshould a company do to avoid losingthetrustof investors and ensuresustainable
growth?”. To answer this, we need to study how the governance mind-set of the company is structured.
Firstly, it is important to look at the structure of the top management. It would be challenging if the top
management kept themselves involved in the day to day running of a company to ensure short term financial
gains and failed to focus on thelong-termsustainability.To avoid this,theboard of directors havea responsibility
to stay away from the day to day working of the company and need to safeguard the interests of the
shareholders and stakeholders. It is also important to have non-executive directors on the boards to bring
impartial point of views. Further, the segregation of roles of the Chairman and Chief Executive Officer, ensures
independent thinking on the boards and helps guide the company in the correct direction.
Secondly, it is important to look at how a company values its social responsibility. It would be naive for any
company to only focus on its financial gains through any means possible.Companies areorganic and their growth
is dependent on the socio-economic environment, the natural environment, the human environment etc. Thus,
for them to sustain themselves, companies need to ensure that they are protecting these elements rather than
misusing them for selfish benefits.
Finally,itwould becounter-productiveif a company failsto promotethe importanceof ethical businesspractices
within the company’s philosophy. Companies need to ensure that their employees and stakeholders like
suppliers, customers etc. are acting in an ethical manner and with integrity. The “Tone from the Top” i.e. the
management of the company has to lay down the foundation and set an example for the employees and
stakeholders to follow.
5. 4
The aspects above compliment and supplement each other, and should collectively work in unison for good
Corporate Governance and Ethics.
III. Objective
The objective of this Project is to uncover how a company can ensure good Corporate Governance practices by
assessing the Corporate Governance Culture adopted by Novo Nordisk.
The project will seek to understand:
1. Novo Nordisk’s corporate governance philosophy and how they have implemented them into ethical
and sustainable business practices;
2. The structure and composition of the Board of Directors, and their responsibilities;
3. How the Corporate Governance practices compliment Nova Nordisk’s business around the globe and
in different economies, i.e., Corporate Social Responsibility;
4. How Corporate governance practices have resulted in profitability for Novo Nordisk;
5. Importance given to ethical business practices within Novo Nordisk; and
6. Novo Nordisk’s approach to sustainable reporting and their adoption of the “Triple Bottom Line”
approach.
IV. Methodology:
The followingmethodology has been used in the project to understand Novo Nordisk’s Corporate Governance
structure:
1. Review of the Novo Nordisk website;
2. Assessment of Novo Nordisk Board of Directors’ Charter, Remuneration Committee’s Charter,
Nomination Committee’s Charter;
3. Study of Novo Nordisk annual report and corporate sustainability reports ;
4. Study of the Novo Nordisk Foundation;
5. Course material;
6. Secondary research has also been applied by referring to CSR websites, onlinenewspaper articles and
research studies on the subject.
6. 5
Novo Nordisk A/S and its Corporate Governance Culture
1.Introduction to Novo Nordisk’s Corporate Governance Culture
Novo Nordisk is a well-seasoned company that has survived for ninety(90) years which included a world war.
The company has significantly grown in the area of diabetes research and hemophilia and has pioneered in
several medical advancements in the field. This is largely attributable to the company’s culture which adopts
ethical Corporate Governance practices to its core. Novo Nordisk has a broad definition of Corporate
Governance enshrined in the following words.
"The goals, according to which a company is managed, and the major principles and frameworks which regulate
the interaction between the company's managerial bodies, the owners as well as other parties, who are directly
influenced by the company's dispositions and business (in this context jointly referred to as the company's
stakeholders). Stakeholders include employees, creditors, suppliers, customers and the local community".
2. Novo Nordisk and its Governance Structure
The definition abovebrings into picturetheimpactof the company on its stakeholders and thelocal community.
Novo Nordisk through its corporate governance model has tried to give life to the above definition in the
following ways:
- Novo Nordisk is a publicly listed company on NASDAQ Copenhagen and the New York Stock Exchange
(NYSE) and has a higher accountability to its shareholders,than a privatecompany would. Being a listed
company also means that Novo Nordisk is required to adhere to regulatory mandates and ensure
compliances sanctioned on it. Over and above the regulatory requirements, Novo Nordisk has also
adopted the Danish Corporate Governance Recommendations and is almost a hundred(100) percent
compliant to them.
- The Company has adopted a two-tier board structure(see Diagram 1), i.e. where there are two boards,
one in a supervisory capacity and theother in a management capacity. Thestructure ensures that there
is an independent point of views. The executive management board can bring in the concerns which
are relevant to the company’s daily business and its employees; the supervisory board can provide a
growth strategy and a mature direction for the company. The supervisory board has a bird’s eye view
since its members are part of the company’s various committees.
7. 6
Diagram 1
Source: Novo Nordisk official website
- The Novo Nordisk Board is diverse and splitin two levels to ensure that objectivity is maintained. The
top tier of Board of Directors consists of eleven(11) members out of which seven(7) are shareholder-
elected members. Further, five(5) within that are independent members, i.e. non-executive members.
The Novo Nordisk board structure is broadly in line with the Danish Corporate Governance
Recommendations. The Board has a diverse combination of people and almost fifty(50) percent are
women. The bottom tier consisting of executive management has six(6) members who look into the
daily runningof operations fromdifferentbusiness verticals. To ensureindependence no person serves
on both the tiers simultaneously.
- In theory, there has been considerable argument between benefits of a unitary board structure as
againstthe tow-tier one. It is importantto note that the accountability of any company primarily boils
down to how the board of directors and senior management execute their roles and responsibilities.
The people in these roles have considerable power for decision making, and it is recommended that
the roles of the Chief Executive Officer and Chairman should be split in order to achieve a balance of
powers for decision making,and also this would makethe two-tier structuremore effective. However,
in a research on “How two-tier boards can be more effective” [Bezemer, et al., 2014] where they had
analysed the Dutch two tier system, they tried to explain thatfor successful board management there
has to be a working relationship between the supervisory board and the management board, and
especially themanagement board should not hesitate in askingthe critical question to the supervisory
board to avoid deadlocks in decision making.
s
Board of directors
Nomination Committee Audit Committee Remuneration Committee
Executive management
Organisation
Stakeholder
TIER 1
TIER 2
8. 7
- Moving on, the Novo Nordisk governance structure has been designed to ensure that there is proper
judgement used while deciding on the other corporate governance concerns likeexecutive and board
remunerations. To handle this, Novo Nordisk has an established Remuneration Committee consisting
of four(4) members of the board.The Novo Nordisk Remuneration Committee structureis although not
in line with the Danish CorporateGovernance Recommendations which suggests, that majority of the
members should be independent including the chairman, which is not the case in Novo Nordisk. An
independent majority of a remuneration committee is importantto ensure that remunerations are not
excessive or only in the interest of the senior management and board solely. Thus to handle this, the
Novo Nordisk Remunerations Committee primarily focuses on ensuring that correct benchmarking is
carried outas per European Danish and Nordic norms for makingrecommendation on the correctlevels
of remuneration of the Executive management to the Board.The Remuneration Committee also has an
Employee representative to represent the point of view of the employees on remunerations matters.
Novo Nordisk has a documented Remuneration Committee Charter which clearly outlines the
responsibilities, membership, quorum to pass resolutions, etc.
- An auditcommittee has to work independent of the rest of the business thus the Novo Nordisk Audit
Committee consists of four(4) members from the Board only. The Novo Nordisk Audit Committee is
responsible for looking into, the external auditors appointed by shareholders, which is a Danish
regulatory requirement. Further, the auditcommittee in most companies are also responsiblefor the
internal audit, assessing the accounting and financial controls, regulatory compliance activities,
business ethics activities, including whistleblowing. Keeping in mind the definition of Corporate
Governance above, the Novo Nordisk Audit Committee has an oversight on financial, social and
environmental reporting, reviews of investments, long-term incentive programs, information security
etc., to ensurethat the stakeholders concerns arelooked into,as well asthecommunities.Itis pertinent
to ensure that there is implementation of actions arising from the recommendations of an audit
committee.
- A Nomination Committee has been created to decide who aresupposed to be members of the boards
and various committees and also executive management. The Nomination Committee assists in
decision making. It is important to note that in Novo Nordisk there are several overlapping members
between the Board and these committees to avoid conflicting decisions and keep the thinking unified.
3.Novo Nordisk & Corporate Social Responsibility
Novo Nordisk has been named the most sustainable company in the world by corporate analysts on many
occasions. This is because Novo Nordisk has a very deep routed philosophy on social responsibility and
commitment to sustainability. Novo Nordisk has adopted the “Triple Bottom Line” approach and this is in line
with the clearly-defined commitment statements describingthe “Novo Nordisk Way” i.e. “We are accountable
9. 8
for our financial,environmental and social performance”. To understand itbetter, let’s look at the Novo Nordisk
corporate social responsibility initiatives and their impact more deeply:
3.1 Novo Nordisk & Investment:
Novo Nordisk has true commitment towards responsible investing and this is managed through the
creation of the Novo Nordisk Foundation (Foundation). The Foundation carries the vision of doing
research, and development of disease combating products. It also seeks to promote research at
universities and hospitals,within thehealth sciences and biotechnology fields.Itimportantto note that
the Foundation takes the responsibility of ensuringthat the Novo group of companies makes significant
improvement in the way people work and live (see Diagram 2). They promote innovations in
technology, products, services, market approach, and, strive to be the best place to work and deliver
competitive financial performance. In a nutshell,one can say that the Foundation ensures satisfactory
financial returns in a socially responsiblemanner.The Foundation also gives financial grants to research
workers based on open applications system. The Foundation’s board of directors are a mix of
representatives from different companies with the Novo Nordisk Group and investors. Novo Nordisk
A/S, the holding company,also carries theresponsibility for ensuringthatethical investments aremade
in research and development in life science companies.
Diagram 2
Source: Novo Nordisk Foundation website
THE NOVO NORDISK FOUNDATION GROUP
Novo Nordisk
Foundation
Novo A/S
Novo Nordisk Novozymes
Investment
in life
science
Grants
10. 9
3.2 Novo Nordisk & People
Novo Nordisk’s main commitment is to its stakeholders who are impacted by the use of its products.
Novo Nordisk focuses on providinghealth care to those who need it and cannotafford it, especially in
the developing world.Thereby they have created a reputation of trust as a pharmaceutical company in
these impoverished countries. For example, the Kenyan Ministry of Health,together with Novo Nordisk
and the Kenya Diabetes Management and Information Centre, launched a six-month diabetes
awareness campaign in Nairobi to promote early diagnosis through screening, especially among low-
income populations. The campaign’s message – ‘It takes only five seconds to get your blood sugar
tested’ – is backed up with diabetes screening and education at public health care facilities and Faith
Based Organisations in selected counties, including Nairobi (Csrwire, 2015). There are several such
examples where Novo Nordisk has promoted low cost medical carefor the poor. To further the cause
of providingcheap medical care,Novo Nordisk has taken up theinitiativeof providing ‘Access to Insulin’
on the basis of differential pricing.They provide human insulin in leastdeveloped countries at a price
that does not exceed 20% of the average realised price for Europe, the US, Canada and Japan. Novo
Nordisk also provides financial support to the World Diabetes Foundation.
3.3 Novo Nordisk & Environment:
Novo Nordisk has also engaged in corporate environmentally responsible initiatives. It has actively
made efforts to decrease its carbon imprintin the world. It has worked on innovativeways to reduces
its CO2 emission up to 54% between 2005 to 2011. Further Novo Nordisk’s subsidiary Novozymes A/S
has reduced the consumption of water by 32% and energy by 38%. The Company now looks at using
renewable energy sources such as wind energy.There has been a very consciouseffort by the Company
to be environmentally responsible.After all the interaction of a company is not only with the humans
but with the natural environment also. Another initiative taken up by Novo Nordisk is 3R principle of
‘Reduce', 'Refine' or 'Replace which is the base philosophy due to which they discontinued testing on
liveanimalsfor newbatches of medicines in theproduction lines.Thisis a notablemovetowards animal
ethics.
Novo Nordisk has also been recognized as a top green company and was one of the firstpharmaceutical
companies to publish its environmental P&L Accounts. (Csrwire, 2015)
3.4 Novo Nordisk & its Employees:
Corporate social responsibility starts athome. In today’s work cultureenvironment, it is importantfor
companies to look into the welfare and personal growth of its employees. A company has a bigger
responsibility to its employees than just paying salaries. The ‘Novo Nordisk Way’s’ philosophy also
builds in the requirement of “We have a healthy and engaging working environment”. Nova Nordisk
focuses on providingits employees a motivatingwork environment. Itfocuses on providingvaluebased
growth for its employees with transparency through a rewards program. They have several initiatives
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to ensure that the health & safety of the employees, like,creating a smoke free environment, physical
activities,health check-ups, etc., and their efforts seem to be working as Novo Nordisk always finds a
top rankingin the “best place to work” lists on many forums. Example: Fortune magazine rated Novo
Nordisk #55th in 2016, in its best places to work assessment. (Fortune, 2016)
4. Novo Nordisk and Ethics
It is quite clear by now that Novo Nordisk’s Corporate Governance practices arewoven into its working fabric.
We now seek to understand the processes and monitoring programs it has implemented to ensure that the
ethical business practices, internally and externally, trickle down at the organisational level.
4.1 Business philosophy
In 1997 Novo Nordisk made an effort to introduce a set of guidelines called the ‘Novo Nordisk Way of
Management’. These guidelines were a guidance for the management to refer to for ethical decision
making and sustainable business practices. These guidelines subsequently evolved into ten basic
“Essentials” to help all employees build core ethical values. The notable ones are: accountability for
financial, environmental and social performance; innovation to the benefit our stakeholders; healthy
and engaging workingenvironment; and,most importantly,never compromiseon quality and business
ethics (see Diagram 3).
Diagram 3
The Essentials: Novo Nordisk Way
Source: Novo Nordisk Official website
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4.2 Sustainable reporting
In 2004, Novo Nordisk made a move toward sustainable reporting and for the first time published an
integrated report where it showcased financial and non-financial growth. The non-financial growth
factors published was an effort to bring transparency in the Corporate Governance structure and
related practices of the company. It was also an effort to show how the different types of ethical,legal
risks are being managed. The report also showed the approach to the remuneration package
components of the board and the executive management.
In the wake of the global financial crisis, Novo Nordisk managed to ensure profits largely due to the
confidence it had instilled in its shareholders. The 2010 annual report was supplemented with a
statutory governance report, as per the requirement of the Danish Financial Statements Act. The report
very clearly outlined whatrisksNovo Nordisk was willingto takefor continuingbusiness. As mentioned
earlier,Novo Nordisk has zero tolerance for unethical practices.The statutory governance report also
further outlined that, to strengthen the ethical practices and showcased an elaborate control
environment which was regularly audited by the Audit Committee group.As a general norm, an Internal
Audit group in a company is required to regularly ensurethat the necessary checks and balances arein
placein the company’s processes.The Internal Auditors maybeexternally appointed auditors;thus,the
objectivity and independence of the audit remains intact. Further, with respect to financial reporting
requirements, sinceNovo Nordisk is listed in NYSE, itfalls under the purview of the SEC. Thus, itwould
be required to conduct a SOX audit for financial controls as well, a requirement which came into
existence after the Enron scandal. This would further ensure tight controls in a company’s processes.
There are several benchmarks that have been set out by the Danish Corporate Governance
recommendations. In the statutory governance report of 2010,Novo Nordisk has expressed the extent
of its compliance with each of these recommendations. These included recommendations on
interaction with stakeholders, corporate social responsibility, maintaining proper internal control for
functions and auditingthe same. However, as per the statutory governance report 2010,Novo Nordisk
was not in complianceon the recommended procedures for the internal workings of the Remuneration
Committee and the Nomination Committee. In both the cases, the recommendation was to have a
supreme body that collectively analysed and made the decisions on the remunerations and
nominations. However, in case of Novo Nordisk, the Chairman was executing these responsibilities
solely.Additionally, in caseof Nominations Committeethe recommendation was thata proposal should
be considered from shareholders and members of governing bodies for nominatingmembers. This was
not the casein Novo Nordisk,this decision was madeby chairman. However, in the 2015, the statutory
governance report stated that the positions on these non-compliances had been improved upon.
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4.3 Employee Ethical Business Conduct
Novo Nordisk demonstrates its ethical business conductvia teachingits employees the valueof ethical
business practices.Thebroad scopeof businessethics is applicableto all employees includingtheboard
of directors.As per Novo Nordisk,no type of fraud or corruption practices aretolerated.Also,there are
ethical procedures to promote products since operating in the pharmaceutical industry requires high
degree of precaution before a product can be released to the consumer. Since Novo Nordisk has
operations around the world, including some of the countries with a high corruption index, there is a
likelihood of bribes and illegal payments.Thus, to handlesuch instances of unethical activities,thereis
a business ethics compliance office which is headed by the business ethics board. They are the ‘go to
people’ who ensure the development, implementation and monitoring of the Novo Nordisk business
ethics strategy and take preventive measures. The company also has initiatives for training its
employees to make them aware of the business ethics culture.
5. Novo Nordisk and Triple Bottom line
Briefly described, the TripleBottom Line (TBL) is an approach of ensuringa company’s sustainability by linking
its financial growth to its social and environmental growth. (see Diagram 4)
In 1996, Novo Nordisk initiated the TBL approach and slowly began integrating it into its working approach.
(Parisi and Hockert, 2009) By 2004, the company introduced the approach into the ‘objective’ section of its
articles of association, stating that “The Company strives to conduct its activities in a financially,
environmentally, and socially responsible way” This resulted in Novo Nordisk not only reporting its financial
growth but also reporting on its environmental and social growth.
Novo Nordisk used a long-term implementation strategy to ensure that the operational transition was smooth,
and it created long term benefits as well. For example, on the environmental front the reduction in CO2
emissions,although they were initially a heavy investment, brought in cost effectiveness in the long run. Novo
Nordisk invested US$20 million in a global energy-efficiency campaign that required all sites to appoint energy
stewards and conduct energy screenings every three years (Gunther, 2012). This seemed to have costs in the
beginning. However, this helped reduce the company’s energy costs.
Novo Nordisk has implemented the TBL philosophy in its approach to doingbusiness as well. Another example
of this would be would be their investment in countries like Bangladesh where they have provided drugs at
cheap rates. The company believes that this is an investment in future markets.
Further, the TBL approach has been a part of the management and board strategy and has been diluted and
brought down to the daily operations of the company for the employees as well. Such an approach helps in
employee motivation factors.They, feel themselves to be responsibleand an essential partof the company as
the end result is something bigger than just creating financial profits.
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Novo Nordisk has proved that in many ways the TBL approach works for the sustainablegrowth of a company.
Novo Nordisk’s websitestates that as per the Dow Jones Sustainability Indices(DJSI) Novo Nordisk a has scored
an 83 out of 100, wherein the environmental & social dimension, Novo Nordisk received a score of 10.
Diagram 4
Source: Novo Nordisk official website
In conclusion, it is quite apparent that Novo Nordisk has lead by example and shown that for companies to
operate on a largescaleand to be financially successful while gainingreturns for its shareholders, they need to
be involved with the elements that the company impacts. For a company to grow and gain trust of their
shareholders,itis now pertinent for them to act financially responsible whilst protecting the environment and
furthering social causes.
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