The Committee recommends:
1. Exercise of ownership and communication
The Nørby Committee recommends that the company contribute to making the communication between the company and its shareholders and among the shareholders easy and free of charge for the shareholders, e.g. through the use of IT.
This is what Novozymes does:
To increase investors' insight into the company, Novozymes lets interested parties follow analysts' meetings on our home page - www.novozymes.com. Further, over 200 meetings are held each year for invited professional investors.
2. Capital and share structures
The Nørby Committee recommends that the board - at appropriate intervals - assess whether the company's capital and share structures continue to be in the interest of the shareholders and the company. The Committee further recommends that the board account for this assessment in the company's annual report.
This is what Novozymes does:
The board regularly assesses the company's capital and share structures. The board's evaluation hereof will be included in the annual reports.
3. Preparation for the annual meeting of shareholders including notice of meeting and proxy
The Nørby Committee recommends that the annual meeting of shareholders is called at sufficient notice to enable the shareholders to prepare for the meeting and consider the business to be transacted at the me eting, that the notice of the meeting including the agenda is drawn up in such a way as to give the shareholders a satisfactory picture of the business covered by the agenda items, and that proxies given to a company board - in so far as possible - include the position of the shareholders regarding each item on the agenda..
This is what Novozymes does:
Novozymes forwards an exhaustive agenda for the annual shareholder meetings and makes timely announcement hereof which comply with the company's articles of association as well as Danish legislation. We have also chosen to include a tick-off voting form into the proxy card giving shareholders the opportunity to vote for/against each individual item of the agenda.
4. Duties of the board and rights of the shareholders in the event of take-over bids
In connection with a public take-over bid, the Committee recommends that the board does not, without the acceptance of the general meeting or on its own, attempt to counter a take-over bid by making decisions which in reality prevent the shareholders from deciding on the take-over bid.
This is what Novozymes does:
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 take-over bids without presentation to the shareholders in certain circumstances.