Board of Directors

It is crucial that we have the right members of our Board with the right competences to lead us on the journey to become Global Leader in Sustainable Energy Solutions, and a Board that can create long-term value, promotes a good culture, and sound values in the company. 

The Board of Directors of Vestas Wind Systems A/S (the Board) is responsible for the overall and strategic management of the company’s affairs, and must ensure proper organisation of the company’s business in accordance with the Articles of Association and applicable law.

Members
The Board currently consists of 11 members, of whom seven were elected by the shareholders at the Annual General Meeting and four were elected by the Danish-based employees. The external members serve a one-year term and may be re-lected, while the employee representatives serve a four-year term and may be re-elected.

Equal gender distribution
On 9 April 2024, our shareholders elected four female and three male board members, achieving equal gender distribution as defined by the Danish Business Authorities. Furthermore, all three board committees have equal gender distribution. 

Duties
The Board’s most important duties are, among others: appointing the Executive Management team; laying down guidelines for and exercising control of the work performed by Executive Management team; ensuring responsible organisation of the company’s business; defining the company’s business concept and strategy; ensuring satisfactory financial organisation and reporting; ensuring the necessary procedures for risk management and internal controls; and ensuring that an adequate cap-ital contingency programme is in place at all times.

In cooperation with Executive Management team, the Board establishes and approves overall policies, procedures, and controls in key areas, not least in relation to financial reporting. This requires a well-defined organisational structure, unambiguous reporting lines, authorisation and certification procedures, and adequate segregation of duties. 

The Board of Directors (the Board) schedules its meetings for two years at a time.

The chair of the Board shall ensure that meetings are scheduled at such frequency that the Board at any time can act as an active sparring partner to the Executive Management and react fast and efficiently.

The Board holds at least five meetings a year (including a strategy meeting) and whenever deemed necessary or requisite considering the company’s needs or when so requested by a member of the Board or of the Executive Management. 

The Board committees shall meet as often as it determines appropriate, but the Audit committee shall meet at least four times each year.

Efforts are made to ensure that the remuneration of the Board matches the level in comparable companies. Also taken into consideration is the Board members’ required competencies, efforts and the scope of the board work, including the number of meetings.

Members of the Board of Directors (the Board) receive a fixed cash amount (basic remuneration), which is approved by the general meeting for the current financial year. The chair receives a triple basic remuneration and the deputy chair receives a double basic remuneration for their extended board duties.

In addition to the basic remuneration, annual committee remuneration is paid to board members who are also members of one of the board committees. The chair receives an additional remuneration of 80 percent of the committee remuneration.

Board members elected by the employees receive the same remuneration as the board members elected by the General Meeting.

Board Remuneration 2024

In April 2024, the Annual General Meeting approved the following remuneration levels for the financial year 2024:

_{1) The Company may also pay social security taxes and similar taxes which are being levied by non-Danish authorities in relation to the remuneration for membership of the Board of Directors or board committees.}

^{2) Board members residing outside of Europe will for 2024 receive an additional basic remuneration.}

The purpose of our board committees is to prepare decisions and recommendations for evaluation and approval by the entire Board of Directors (the Board). The committees are not authorised to make independent decisions; instead they report and make recommendations to the combined Board. 

Election of members

The committees consist of at least three members, who are elected for a one-year term by and among the members of our Board and may not be a member of the Executive Management. 

The elections usually take place at the board meeting following the annual general meeting. However, the Board can remove any member of the committees at any time. The majority of the members of the committees shall qualify as independent. 

The Board shall designate one of the members of each committee as Chair.

Board Committees - 2024

Audit Committee 
Mr Karl-Henrik Sundström, Chair
Ms Eva Merete Søfelde Berneke
Ms Henriette Thygesen

Technology & Manufacturing Committee
Ms Lena Olving, Chair
Mr Bill Fehrman
Mr Anders Runevad

Nomination & Compensation Committee
Mr Anders Runevad, Chair
Ms Eva Merete Søfelde Berneke
Ms Helle Thorning-Schmidt
Mr Karl-Henrik Sundström