
LUNDBECK
ANNUAL REPORT 2020
Lundbeck has a two-tier board structure consisting of the Board
of Directors and the Executive Management. The two bodies
are separated, and no person serves as a member of both.
The Board of Directors has nine members, of which six are
elected at the Annual General Meeting for a one-year term and
three are elected by Lundbeck’s employees for a four-year term.
The current members of the Board of Directors** bring deep
industry knowledge and solid top management experience to
Lundbeck, which are essential for the Board to perform its tasks.
Lundbeck’s Board of Directors is responsible for approving the
corporate strategy and its implementation, setting goals for
Executive Management, and for ensuring that members of
Executive Management and other senior managers have the right
qualifications. The Board of Directors also evaluates
management performance and remuneration. Furthermore, the
Board of Directors has the overall responsibility for ensuring that
adequate internal and external controls are in place, and for
identifying and addressing any relevant risks. These
responsibilities are defined in the Danish Companies Act and
stipulated in the rules of procedures for the Board of Directors.
The Board of Directors regularly evaluates our strategy, the
business, our performance, the financial strategies and policies,
and ensures that day-to-day management is carried out in
accordance with such policies.
The Board of Directors has established a self-evaluation
procedure covering, among other things, board composition,
contribution and results, board agenda and discussions,
cooperation between the Board of Directors and Executive
Management, committee work and structure.
The 2020 evaluation built on the previous year’s, with all
members of the Board of Directors and Executive Management
participating. It was conducted with support from an external
provider and concluded that there was a high level of satisfaction
with the collaboration and interaction between the Board of
Directors and Executive Management, describing it as
transparent, constructive, effective and involving. The Board
represents a broad set of competencies and knowledge relevant
to the company and its future strategic path. We believe that its
composition can be improved by adding even more relevant
scientific expertise, an objective that will be followed up on in
2021. To meet this objective, the Board is currently working
towards expanding the scientific knowledge of the Board.
More details regarding the work performed by the Board of
Directors, the evaluation procedure and results hereof can be
found at www.lundbeck.com***. Also, the remuneration of
Lundbeck’s Executive Management and Board of Directors can
be found at www.lundbeck.com****.
Disclosure regarding change of control
The EU Takeover Bids Directive, as partially implemented in the
Danish Financial Statements Act, requires listed companies to
disclose information about significant agreements that may be
affected in case of a completed take-over bid, in particular in
relation to disclosure of change-of-control provisions.
Lundbeck discloses that the Group has a major partnership
agreement in place under which an acquiring entity must divest
any competing product according to an agreed process and in the
absence of such divesture, Lundbeck’s partner may terminate the
agreement. The Lundbeck Group may be met with demands for
repayment on its debt portfolio should Lundbeckfond Invest A/S
hold less than 50% of the share capital or voting rights in H.
Lundbeck A/S (change of control).
In the event Lundbeck is acquired or merges, certain Executive
Management members may, depending on the impact on their
position, be entitled to terminate employment with Lundbeck with
a three (3) months’ notice and receive a compensation of up to
eighteen (18) months remuneration.
Given the ownership structure of Lundbeck the risks are
considered remote. For information about the ownership
structure of Lundbeck, see page 36.
GOVERNANCE
Corporate governance concerns the
way Lundbeck is managed and
controlled, while creating value for both
the company and our stakeholders.
More information on the mandatory
annual corporate governance report is
disclosed on www.lundbeck.com* in
accordance with section 107(b) in the
Danish Financial Statements Act.
*
https://www.lundbeck.com/upload/global/files/pdf/corporate_governance/2020/corp
orate_governance_report.pdf
of the Board members and their competencies and
qualifications can be found on
https://www.lundbeck.com/global/about-us/corporate
rd-of-directors/board-members
Detailed description of the Board of Directors
’ work, evaluation procedure and
https://www.lundbeck.com/global/about-us/corporate
-of-directors/board-tasks
Detailed description of the remuneration can be found on
https://www.lundbeck.com/global/about-us/corporate-governance/remuneration