诺和诺德Novo Nordisk (NVO) 2015年CSR报告「NYSE」.pdf

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1、Statutory Corporate Governance Report for 2015cf.art.107b of the Danish Financial Statements ActSTATUTORY CORPORATE GOVERNANCE REPORT FOR 2015 2This Statutory Corporate Governance Report(hereinafter”the Report”)covers the period 1 January 2015 31 December 2015 and is prepared pursuant to art.107b of

2、 the Danish Financial Statements Act.The Report forms part of the managements review in the Annual Report for 2015.Appendices 1 and 2 are not part of the auditors certificate in the Annual Report.CORPORATE GOVERNANCE RECOMMENDATIONS AND PRACTICESAs an international company listed on the stock exchan

3、ges in Copenhagen and New York,Novo Nordisk is subject to the Danish Corporate Governance Recommendations designated by Nasdaq Copenhagen2,and as a foreign listed private issuer to the Corporate Governance Listing Standards on New York Stock Exchange as stated in the NYSE Listed Company Manual3.The

4、Danish Corporate Governance Recommendations were revised in May 2013 and subsequently updated in November 2014.Novo Nordisk is in compliance with all but the following three recommendations:The responsibility of the remuneration policy applicable for the employees in general lies with Executive Mana

5、gement and not with the Remuneration Committee.Three executive employment contracts entered into before 2008 allow for severance payments of more than 24 months fixed base salary plus pension contribution.The majority of the Audit Committees members and the Remuneration Committees members respective

6、ly are not independent.As a foreign listed private issuer Novo Nordisk is in compliance with the corporate governance standards of the New York Stock Exchange,where Novo Nordisks ADRs are listed.For a review of Novo Nordisks deviations from the applicable recommendations,please see Appendices 1 and