Welcome to the Novo Nordisk to Convene Extraordinary General Meeting webcast and conference call. At this time, all participants are in a listen-only mode. After the speaker's presentation, there'll be a question- and- answer session. To ask a question during the session, you will need to press star one and one on your telephone. You will then hear an automated message advising your hand is raised. To withdraw your question, please press star one and one again. Please be advised that today's conference is being recorded. I would now like to turn the conference over to our first speaker today, Jacob Robe, Head of IR . Please go ahead.
Thank you. And welcome to this conference call regarding the convening of an extraordinary general meeting that was announced earlier today. My name is Jacob Robe, and I'm the Head of Investor Relations at Novo Nordisk. Given today's announcement, the focus of this call is only on a proposed future board composition of Novo Nordisk. Therefore, the Chair of the Board of Directors of the Novo Nordisk Foundation, Lars Rebien Sørensen, has been invited to join me on this call. As you all will know, the Novo Nordisk Foundation is the main shareholder in Novo Nordisk. Both today's announcement as well as the notice for the extraordinary general meeting are available on our website, novonordisk.com. A press release issued by the Novo Nordisk Foundation is available on their website, novonordiskfonden.dk. Please note that this call is being webcast live, and a recording will be made available on the website.
Today's call starts with a presentation lasting for around five minutes and will be followed by a Q&A session of around 15 minutes. Lars Rebien Sørensen will be available for the Q&A. Next slide, please. I need to advise you that this call could contain forward-looking statements. These are subject to risk and uncertainty that could cause actual results to differ materially from expectations. For further information on forward-looking statements and risk factors, please see the company announcement for the first six months of 2025, which was released on August 6. Please turn to the next slide. Earlier today, it was announced that Novo Nordisk will convene an extraordinary general meeting with the aim to elect new members to the Board of Directors on the 14th of November, 2025.
As mentioned in the announcement, it has, following dialogues with the Novo Nordisk Foundation, not been possible to reach a common understanding regarding the future composition of the Novo Nordisk board. The Novo Nordisk Board of Directors proposed a renewal focusing on the addition of select new competencies while also maintaining continuity, whereas the Board of the Novo Nordisk Foundation wanted a more extensive reconfiguration. Novo Nordisk Board of Directors has concluded that it's in the best interest of both the company and its shareholders to convene an extraordinary general meeting to elect new board members to provide clarity on the future governance of Novo Nordisk. Chair Helge Lund, Vice Chair Henrik Poulsen, as well as the shareholder-elected independent board members, Laurence Debroux, Andreas Fibig, Sylvie Grégoire, Christine Lawlor, and Martin Lange, will not stand for election.
The current composition of the board will remain effective until the extraordinary general meeting has been concluded. With these words, I would like to give the word to Lars Rebien Sørensen, Chair of the Novo Nordisk Foundation.
Thank you, Jacob. Good afternoon, ladies and gentlemen. Please turn to the next slide. Today, Novo Nordisk operates in a new reality. The company is committed to meet patient needs and the rising global demand, but also competing in a more dynamic and consumer-oriented obesity market, as evident by the recent slowdown in growth for the company. As a consequence, Novo Nordisk has just embarked on a company-wide transformation process to simplify its organization, to improve speed of decision-making, and reallocate resources towards the company's growth opportunities in diabetes and obesity. We believe now it's time to bring the new competencies and perspectives also to the board to support Maziar Doustdar and his leadership team in executing the company's strategy, and we agree with the decision for this call for an extraordinary general meeting. Turn to the next slide, please.
Earlier today, Novo Nordisk issued the invitation to an extraordinary general meeting to be scheduled on November 14th. At this meeting, the Novo Nordisk Foundation will be nominating the following five new members to join the Board of Directors of Novo Nordisk. Myself, I apologize, as Chair of the Board, I will enter the board with the intention of holding this position for a period of two to three years. The aim of this period is to support the management and its transformation plans that are being implemented, as well as prepare the way for my successor. Kes de Jong will be nominated Vice Chair of the Board. Kes comes from a long track record in the biotech industry, most recently as President and CEO of Chr. Hansen and currently the Chair of Novonesis . Mikael Dolsten will be nominated to the board as a board member.
Mikael has been an observer to the Novo Nordisk board since August 25. He brings a long career from Big Pharma with him, most recently as Chief Science Officer and President of R&D at Pfizer. Britt Meelby Jensen will be nominated also as a board member. Britt currently works as CEO of the Danish MedTech company, Ambu. Britt has previously served as CEO of Zealand Pharma, Dako, and before that, she actually served as Corporate Vice President of Marketing here at Novo Nordisk. Stefan Engels will be nominated as a board member. Stefan brings a long track record of previous executive roles in Daimler AG and Commerzbank. Most recently, he served as Group CFO for Danske Bank.
Moreover, it is the intention to identify two additional candidates to be elected at the Annual General Meeting in March of 2026, and one of them being Helena Saxon to be nominated as a board member at that time. Helena brings experience from more than 10 years as CFO of Investor AB and has a long track record within the investment industry. Helena is currently a member of the board of Hennes & Mauritz, Sobi, and Stockholm School of Economics. The final candidate will be identified in the process. Kasim Kutay, the CEO of Novo Holdings, will remain on the board. He has unique knowledge and longstanding experience in the life science industry, and he's been on the board since March 2017.
With Mike Doustdar as new CEO, the transformation plans being implemented, and the board with a proposed composition of new members, I'm convinced that Novo Nordisk has a strong leadership that is fully committed to succeed in both the organizational transformation, in regaining growth momentum, and delivering on the commitment to pursue leadership in diabetes, obesity, and their associated comorbidities, which I'm looking forward to be contributing to myself. With that, I'd like to hand the word back to Jacob.
Thank you, Lars. With that, next slide, please. We're now ready for the Q&A. We're kindly asking participants to limit her or himself to one question maximum. I remind you that the focus on this call, including this Q&A, will be on the proposed future board composition of Novo Nordisk. With that, operator, we are ready to take the first question, please.
Thank you. To ask a question, you will need to press star one and one on your telephone and wait for your name to be announced. To withdraw your question, please press star one and one again. We will now go to the first question. Your first question today comes from the line of Richard Vosser from JP Morgan. Please go ahead.
Hi, thanks for taking my question. Question, obviously, for Lars, just on that board composition and the amount of expertise that you think you need in terms of the consumer environment. I think you touched on the fast-paced and changing world that we live in in terms of the obesity market. I'm just thinking about the expertise that you are bringing in there and what you think is needed from that point of view for the board. Thanks very much.
Thank you very much, Richard. This is Lars Rebien . Yes, it is indeed an area which is of great interest to most pharmaceutical companies operating in the U.S., but also increasingly abroad. We have had a relatively short time to compose the proposed list of board members. As you can see from the list, and as I mentioned, there are board members that are members of boards of businesses that are fast-moving consumer goods. It is something that we will be looking at over time to ensure that we fortify that competence as well. I hope to be able to do that in dialogue with yourselves and with our other investors.
Thank you, Lars. Thank you, Richard, for that question. Let's move to the second question, please.
Thank you. Your next question comes from the line of Peter Verdult from BNP Paribas. Please go ahead.
Yeah, thanks, Peter Verdult, BNP Paribas. Lars, a question for you, and sorry to be a bit more direct and blunt, but you know we were in Q2 all on the call when the CEO replacement or Lars leaving the company, Lars Fruergaard , was announced. At that point, we were told that the board and the foundation were aligned, and something has clearly gone wrong here. In terms of where the disagreements have been, is it on the execution in terms of the trends that you're seeing? Is it on the strategy and pipeline? Is it on the recent BD that you missed out on or that you haven't done? I just want to really understand what's precipitated this quite drastic change in board structure. Thank you.
Thank you very much, Peter. This is Lars here again. I can say that when we stated there was an alignment at that point in time, it was an alignment on the candidate which was proposed. What has transpired since then is the discussion of who to propose for board members for the coming AGM. As it's stipulated in the announcement, it was impossible to reach an agreement between the views of the current board and the foundation board. The foundation wanted a faster and more comprehensive renewal of the board, whereas, as stated in the announcement, the current board wanted a more slow process with the addition of separate new competencies. It was simply a matter of urgency and a matter of scope in board renewal that we couldn't agree on. That led to the board to basically announce their retirement and call for an extraordinary general shareholders' meeting.
There is no overall disagreement on the overall company strategy. It's ambition and the execution program which Mike and his leadership team have embarked on since September 10th. We are fully aligned behind that. However, we believed in the foundation board that we needed a fresh set of eyes, new energy to support management on this very important process.
Thank you, Lars. Thank you to you, Pete, for posing the question. Let's move to the next question, please.
Thank you. Your next question comes from the line of Evan Seigerman from BMO Capital Markets. Please go ahead.
Hello, this is Carmi on for Evan. Thanks for taking our question. Maybe just at a higher level here, can you share a little bit on the types of new competencies you're looking to bring on with these new board members and maybe kind of where the gaps were previously? Thank you.
When we analyze the competence grid, which you always do of Board of Directors, we believe that the now former board has the right type of competencies. It was not that we are looking for any specific different competencies. However, what we would like to support management in is faster decision-making. It is a very comprehensive restructuring program the company is going through to support management in an ever faster-moving market, driven in some ways by consumerization. I think the competencies were there. The roster that you see presented by us has similar competencies. It's not that we are pointing towards, however, wish for new eyes, new energy to support management.
Thank you, Lars. Thank you, Conor, for raising that question. Let's move to the fourth question, please.
Thank you. Your next question comes from the line of Michael Leiston from Jefferies. Please go ahead.
Thank you. Just related to the prior question, just trying to understand whether the desire to change the board is to do with the supervisory function of the prior board not being exercised sufficiently or satisfactorily, or whether it is just the speed of action. Was there a shortfall in the way the board exercised its duties, or was it just too slow? Thank you.
I think I would rather phrase it this way: that the board was perhaps too slow in recognizing the significance of the market changes in the U.S., and thereby also prompting management to take the necessary actions to adjust the base of the company towards the future business environment. It was a matter of speed and scope, basically, that we disagreed on. There was also a disagreement initially on the exchange of CEO. We wanted a quick process. The board undertook a more comprehensive and quite valuable process, actually, looking at internal and external candidates, and ended up making what we believe is the right choice. Here, it's a matter of urgency and scope.
Thank you, Lars. Thank you, Michael, for posing that question. Let's move to the next question, please.
Thank you. Your next question comes from Carl Selumberg Matson from Danske Bank. Please go ahead.
Yeah, thank you very much for taking my question. I was just wondering whether any of these changes have been discussed with other large shareholders in Novo Nordisk. I'm fully aware that you can decide yourself with all the votes you have, Lars. In terms of good corporate governance, don't you fear that there will be some new light on your large ownership and large dominating power in Novo Nordisk if this has not been discussed with anyone else?
Thank you for the question. This is, of course, a central question in that we now move from the Foundation, move closer into managing the company. This is not at all a procedure and process and governance that we want for the future. However, given the sensitivities around our conversation with the former Board, we were not in a position where we could have an extensive dialogue with other shareholders given the sensitivity of the topic. It is, however, our intention in the future to have the normal type of preparatory dialogue with shareholders on company strategy, direction, and also their view on Board competencies such that we can amend the Board to the ever-changing environment.
Thanks, Lars. That's clear. Thank you also to you. Thanks also to you, Carl , for posing that question. Let's move to the next question, please.
Thank you. Your next question comes from the line of Simon Baker from Rothschild & Co Redburn. Please go ahead.
Thank you. Thanks for my question. It relates to the additional appointments that are going to be announced. I'm just wondering what competencies are missing from the existing slate that you need to fill. I mean, one that investors have talked to us about repeatedly is experience of the U.S. operational experience of the U.S. consumer discretionary market. Is that a competency that you would be looking to fill with these additional candidates? If not, what are the gaps as you see them? Thanks very much.
Thank you very much for the question. I think you answered the question yourself. It would be the U.S., and it would be ideally some angle of consumer competency or experience that we would like to bring on the board. I highlighted Helena, who unfortunately could not join as of the extraordinary general shareholders' meeting, but will be able to join at the AGM in 2026. She has experience of working for FMCG companies. That's what we've been looking for, but also the U.S. All of us on the board are running businesses that are exposed in the U.S., so the U.S. is our daily bread, so to speak. We have experience from various different types of businesses, being it medtech to pharma to specialty pharma, but having more representation of people that live in the U.S. would be great.
Thank you.
Thank you, Lars. Thank you to you, Simon, as well. We are honing in on the last three questions. Let's move to the first of those three, please.
Thank you. Your next question comes from Seamus Fernandez from Guggenheim Securities. Please go ahead.
Thanks very much for the question. Just trying to get a better understanding. I mean, this does look like a bit of a coup on the part of Novo Nordisk Foundation to really drive this movement. You're talking about faster movement across the board, hoping to get a better understanding of the consistency of decision-making going forward. It seems like there's significant alignment now as it relates to the board with the resignations. It seems like the AGM is almost forced to some degree. Trying to get a better understanding of, you know, what is the pace of decision-making that is needed here? Is it business development decision-making, or is it across-the-board decision-making that just seemed too bureaucratic and slowed down from your perspective under previous leadership? Thanks so much.
Thank you for the question. I would not prefer to have it coined as a coup. We actually entered from the Foundation board into a dialogue with the Chairmanship of the company to discuss what the board's composition should be after the next general shareholders' meeting in 2026. That discussion led to the situation where we could not agree the extent to which new competencies should be added. Therefore, the board elected to call for an extraordinary meeting and basically all elected not to be reelected. That is the situation the Foundation board has been faced with. We have put a board together which we think can manage the company excellently, I think, of course, and that we have the similar competencies which the current board has and maybe added some new.
I think you should be looking for a normal consistency in our governance structure going forward in that I'm only here for two to three years. Hopefully, you'll be able to find an independent Chairman. The Chairman will then, in the future, together with the Nomination Committee of the company, propose members to the board to the Foundation such that the Foundation can support these at the upcoming general meetings that are taking place in the future. I think we should, as quickly as possible, go back to the normal way of operating that we have been operating the company between the board and the Foundation in the past.
Thanks, Lars. Thanks also for the question, Seamus. Let's move to the second last question, please.
Thank you. Your next question comes from the line of Emmanuel Papadakis from Deutsche Bank. Please go ahead.
Thanks for taking the questions. Maybe just to come back to the board competencies, I think we can perhaps understand the desire for some board renewal under the circumstances. On the question of competencies, with the exception of Mikael Dolsten, the new proposed members don't appear to possess any global pharma commercial industry experience, let alone U.S. primary care expertise. On balance, it might seem the new board actually possesses less rather than more commercial large pharma expertise. I just wanted to understand your rationale for the selection of those particular members. Obviously, I understand there's potentially some more members coming who might add more in that regard. The second question, Lars, was just in terms of your role specifically, what are you hoping to achieve as Chair that you couldn't achieve as an observer? What changes haven't happened that you would like to see happen?
Do you fully support Mike as the CEO to execute on plans over the period of your expected tenure as Chair? Thank you.
Thank you very much. I'd hate to promote myself in this context, but I spent myself 22 years in charge of the Novo Nordisk pharmaceutical business from 1994 to 2016. In 2017, I became Executive Chairman of Ferring Pharmaceutical, which is also a pharmaceutical company that's operating in the U.S. I would say that my pharma experience is both global and current. In addition to this, Mikael Dolsten has very recently been President and Head of R&D at Pfizer. His R&D knowledge and business understanding is also very current. Mr. Kes de Jong has a long track record in bioindustries and will be, I think, very important going forward where we start to get into a situation of maybe even mass marketing of GLP-1s in the future, where competencies in protein manufacturing at very large scale at very competitive cost will become a competitive edge for companies in the future.
Britt Meelby has been working both in pharma. She's now working in medtech. I think that as far as that goes, we're pretty covered. We would, however, like to add additional pharmaceutical experience. We will, of course, be looking to the U.S. to see if we can find those.
Thank you, Lars. Thank you, Emmanuel, for those two questions. Let's move to the final question before rounding up the call.
Thank you. Your final question comes from the line of Kerry Holford from Berenberg. Please go ahead.
Hi. Thank you for taking the question. Most of mine have been asked, but I would just like to hear perhaps another reflection on why make these changes now. Why did we not see proposed changes to the board back at the time when you made the changes to the CEO role? Why not wait for the AGM? Why here and now? Just love to hear a bit more on that, please.
Thank you very much for the question. Basically, the board has resigned, so we have to appoint a new board. The fact that we could not agree on the scope of change has led the board to resign and call for an extraordinary meeting. It was not of our wish. You could appreciate perhaps that we could have loved to have had longer time to prepare ourselves. I think we've done our utmost to meet the responsibility of managing a company the size and importance of Novo Nordisk. I think with the group that we are proposing, we will be able to do that comfortably. Together with yourselves, shareholders, and others, we will develop the board to make sure that we have the best competencies also for the future.
Thank you, Lars. Thank you, Kerry. With that question from Kerry, it concludes the Q&A session. Thank you for participating, and please feel free to contact Investor Relations for any follow-ups that you may have. Thank you.
Thank you. This concludes today's conference call. Thank you for participating. You may now disconnect.