Board of Directors
Information about Vestas Wind Systems A/S' Board of Directors - how the members are elected, their remuneration, the composition of the Board, etc.
Learn more about our 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 members of the Board of Directors of Vestas Wind Systems A/S
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Pursuant to Vestas Wind Systems A/S’ Articles of Association, the Board shall consist of five to ten members to be elected by the general meeting for a term of one year. Board members elected by the general meeting may be recommended for election by the shareholders or by the Board.
In addition, the Board includes members elected by our employees under the relevant provisions of the Danish Companies Act.
Annual General Meeting 2025
At the Annual General Meeting 2025, the shareholders re-elected Anders Runevad, Eva Merete Søfelde Berneke, Helle Thorning-Schmidt, Henriette Thygesen, Karl-Henrik Sundström, and Lena Olving as members of the Board. Bruno Bensasson and Claudio Facchin were elected as new members of the Board.
Employee election 2024
In 2024, the employees re-elected Sussie Dvinge, Michael A. Lisbjerg, and Claus Christensen and Louise B. S. Nielsen was elected as new member of the Board.
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.
Most important duties:
- 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 should possess, collectively, and individually the following competences to be able to guide Vestas on its journey to become Global Leader in Sustainable Energy Solutions.
Each member of the Board should have the following competences:
- show accountability, collaboration, simplicity, and passion,
- be able to act independently of special interests, and
- match the company’s situation (developing, expanding, M&A phase, etc.).
The Board needs also collectively demonstrate knowledge of:
- the industry,
- international business; accounting, financial, and capital markets,
- strategic operations,
- sustainability (CSR),
- change management and governance,
- R&D, manufacturing, logistics,
- services and infrastructure,
- digitalisation,
- M&A,
- restructuring, and
- HR, people leadership.
Furthermore, the Board needs to:
- reflect the competences and experience required in order to manage a listed company and enable that we fulfil our obligations as a listed company and
- represents a balance between continuity and renewal.
| Board | Audit | Nomination & Compensation | Technology & Manufacturing | |
|---|---|---|---|---|
| Number of meetings in 2024 | 11 | 6 | 5 | 6 |
| Elected by shareholders | ||||
| Anders Erik Runevad | 11/11 | - | 5/5 | 6/6 |
| Karl-Henrik Sundström | 10/11 | 6/6 | 4/5 | .- |
| Eva Merete Søfelde Berneke | 11/11 | 6/6 | 5/5 | - |
| Helle Thorning-Schmidt | 11/11 | - | 5/5 | - |
| Henriette H. Thygesen | 9/9 | 4/4 | - | - |
| Lena Olving | 11/11 | - | - | 6/6 |
| Elected by employees | ||||
| Claus Skov Christensen | 11/11 | |||
| Louise B. Schmidt Nielsen | 11/11 | |||
| Michael Lisbjerg | 11/11 | |||
| Sussie Dvinge | 11/11 |
The first figure represents attendance and the second figure the possible number of meetings. In cases where a board member was appointed during the year, only meetings in that member’s active board period are shown.
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 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. Members of the Board receive no incentive remuneration.
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 2025
In April 2025, the Annual General Meeting approved the following remuneration levels for the financial year 2025:
Board fee1 | Committee fee1 | |
| Member2 | DKK 487,583 | DKK 286,814 |
| Chair | DKK 1,462,749 | DKK 516,265 |
| Deputy Chair | DKK 975,166 | - |
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 2025 receive an additional basic remuneration.
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| Date | Shareholdings | |
|---|---|---|
| Anders Runevad | 8 April 2025 | 50,480 |
| Karl-Henrik Sundström | 8 April 2025 | 8,200 |
| Bruno Bensasson | 8 April 2025 | 1,000 |
| Eva Berneke | 8 April 2025 | 17,295 |
| Claus Christensen | 31 December 2024 | 1,200 |
| Sussie Dvinge | 31 December 2024 | 3,250 |
| Claudio Facchin | 8 April 2025 | 8,000 |
| Michael Lisbjerg | 31 December 2024 | 4,170 |
| Louise Nielsen | 31 December 2024 | 489 |
| Lena Olving | 8 April 2025 | 3,370 |
| Helle Thorning-Schmidt | 8 April 2025 | 2,770 |
| Henriette Thygesen | 8 April 2025 | 0 |
Once a year, the Board and its committees perform an evaluation of their work. The purpose is to further develop the Board’s efficiency and working procedures. In addition, the evaluation serves as a tool for determining the competence required by the Board, and for analysing the competence that already exists in the Board. The evaluation also serves as input for the Nomination & Compensation Committee’s work on proposing board members.
In 2024, the annual board evaluation was facilitated by an external consultancy firm
The Board continuously work to increase diversity within the board. When proposing new board candidates, the Board pursue the goals:
- having several nationalities of both genders
- a diverse age distribution
- equal gender distribution, ref. equal gender distribution according to the Danish Business Authorities' definition
However, these goals must not compromise the other recruitment criteria.
| Nationalities (number) | Age distribution (number) | Gender - members elected by the shareholders | Gender - members elected by the employees |
|---|---|---|---|
| 7 Danish 3 Swedish 1 Italian 1 French | 1 (40-49 years) 7 (50-59 years) 4 (60-69 years) | 50% men 50% women | 50% men 50% women |
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Our policies and guidelines are a solid foundation for the management
To ensure our management’s responsibilities are clearly defined, we have drawn up a number of policies and guidelines. The Board and/or management annually review these documents to confirm we have the right governance processes in place.
The Board is continuously vigilant of the guidelines and processes that are in place for the running of Vestas. This ensures that management has the necessary framework to be able to conduct business in the spirit of Vestas’ values.
Our Board Committees
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The purpose of our board committees is to prepare decisions and recommendations for evaluation and approval by the entire 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.
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.
Report on the committees' work
Annually, we report on each committee's composition and work in the Corporate Governance Report.
Board Committees - 2025
Audit Committee
Mr Karl-Henrik Sundström, Chair
Ms Eva Merete Søfelde Berneke
Ms Henriette Thygesen
Technology & Manufacturing Committee
Ms Lena Olving, Chair
Mr Anders Runevad
Mr Bruno Bensasson
Mr Claudio Facchin
Nomination & Compensation Committee
Mr Anders Runevad, Chair
Ms Eva Merete Søfelde Berneke
Ms Helle Thorning-Schmidt
Mr Karl-Henrik Sundström
