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 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.

The Board’s most important duties are, among others: appointing the Executive Management; laying down guidelines for and exercising control of the work performed by Executive Management; ensuring responsible organisation of the company’s business; defining the com-pany’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, 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. 

Vestas Wind Systems A/S’ Board of Directors consists of eight external members with broad international experience and four employee representatives.

The external members are elected at the general meeting for one year at a time, while the employee representatives are elected by and among the company’s employees.

Policies, rules, guidelines, etc.
Description:
Articles of Association
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Articles of Association
Description:
Rules of procedure for the Board of Directors
File title:
Rules of procedure for the Board
Description:
Charter - Audit Committee
File title:
Charter - Audit Committee
Description:
Charter - Technology and Manufacturing Committee
File title:
Charter - Technology and Manufacturing Committee
Description:
Charter - Nomination and Compenstaion Committee
File title:
Charter - Nomination and Compensation Committee
Description:
Remuneration Policy
File title:
Remuneration Policy

Board profiles

Bert Nordberg
Description:

Chairman

File title:
Bert Nordberg
Anders Runevad
Description:

Deputy Chairman

File title:
Anders Runevad
Bruce Grant
File title:
Bruce Grant
Eva Merete Søfelde Berneke
File title:
Eva Merete Søfelde Berneke
Helle Thorning-Schmidt
File title:
Helle Thorning-Schmidt
Karl-Henrik Sundström
File title:
Karl-Henrik Sundström
Lena Olving
File title:
Lena Olving
Kentaro Hosomi
File title:
Kentaro Hosomi
Claus Skov Christensen
File title:
Claus Skov Christensen
Michael Abildgaard Lisbjerg
File title:
Michael Abildgaard Lisbjerg
Pia Kirk Jensen
File title:
Pia Kirk Jensen
Sussie Dvinge
File title:
Sussie Dvinge

Election and diversity

Pursuant to Vestas Wind Systems A/S’ articles of association, the Board of Directors 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.

Recruitment criteria

In connection with the election of board members by the general meeting, the retiring Board shall nominate candidates for the vacant offices on the Board, to ensure that the shareholders are able to elect a continuing Board. When proposing candidates for board membership, the Board strives to ensure that the Board:

  • is able to act independently of special interests;
  • represents a balance between continuity and renewal;
  • matches the company’s situation; and
  • has industry insight and the commercial and financial skills required to allow the Board of Directors to perform its tasks in the best possible manner.

The Board uses external assistance for the search process and assessment of the profiles and qualifications specifically required in order to complement the expertise reflected in the overall composition of the Board.

Diversity within the Board

The Board continuously work to increase diversity within the board. When proposing new board candidates, the Board pursue the goal of having several nationalities of both gender as well as a diverse age distribution. However, this goal must not compromise the other recruitment criteria.

In 2022, Vestas reach equal gender distribution among the members elected by the shareholders (according to the Danish Business Authorities' definition, see Danish Business Authorities: Guidelines on target figures, policies and reporting on gender composition of management).

Today, the Board elected by the general meeting consists of 5 male members and 3 female member. The employee elected members consists of two male and two female members.

Remuneration

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.

Fixed remuneration

Members of the Board receive a fixed cash amount (basic remuneration), which is approved by the general meeting for the current financial year. The chairman receives a triple basic remuneration and the deputy chairman 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 chairman 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.

Our Board Committees

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 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 Chairman.


Audit Committee

Members
Karl-Henrik Sundström, Chairman
Bert Nordberg
Eva Merete Søfelde Berneke

Read more ...
Report from the Audit Committee 2021 (pdf)

Technology & Manufacturing Committee

Members
Anders Runevad, Chairman
Bruce Grant
Lena Olving

Read more ...
Report from the Technology & Manufacturing Committee  2021 (pdf)

Nomination & Compensation Committee

Members
Bert Nordberg, Chairman
Anders Runevad
Eva Merete Søfelde Berneke
Helle Thorning-Schmidt

Read more ...
Report from Nomination & Compensation Committee 2021 (pdf)


Meeting participation

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

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

The Board of Directors 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 of Directors 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.

  Board Audit Nomination &
Compensation
Technology &
Manufact.
Number of meetings in 2021 10 4 8 4
Elected by shareholders        
Bert Nordberg 9/10 4/4 8/8  
Anders Erik Runevad 10/10   8/8 4/4
Bruce Grant 10/10     4/4
Eva Berneke 10/10 4/4 8/8  
Helle Thorning-Schmidt 10/10   8/8  
Karl-Henrik Sundström 10/10 4/4    
Lars Josefsson 10/10     4/4
Elected by employees        
Kim Hvid Thomsen 10/10      
Michael Lisbjerg 9/10      
Pia Kirk Jensen  10/10      
Sussie Dvinge  10/10      

 The first figure represents attendance and the second figure the possible number of meetings. In cases where a board member was appointed or stepped down during the year, only meetings in that member’s active board period are shown.

Board evaluation

Annually, the Board conducts an evaluation of its performance and achievements to improve the performance of the Board, the Board Committees, and the cooperation with Executive Management.

The Board evaluation includes all members of the Board and Executive Management. 

Every third year, the evaluation is facilitated by external consultants, who interview all the members of the Board and Executive Management. For the subsequent two years, the evaluation is facilitated by the Chairman of the Board and the Chairmen of the Board Committees based on an online questionnaire. 

The evaluation of the Board focus on the Board’s work, efficiency, composition, and organisation, and include the following topics:

  • the composition of the Board with focus on competencies and diversity 
  • the Board and the individual member’s contribution and results,  
  • the cooperation on the Board and between the Board and the Executive Management,  
  • the Chairman’s leadership of the Board,  
  • the committee structure and the work in the committees,  
  • the organisation of the work of the Board and the quality of the material provided to the Board, and  
  • the members of the Board’s preparation for and active participation in the meetings of the Board.
Reports
Description:
Evaluation Report 2021
File title:
Evaluation Report 2021
Description:
Evaluation Report 2020
File title:
Evaluation Report 2020

Competences / qualifications

 

Competences the Board needs to be able to guide Vestas on its journey to become Global Leader in Sustainable Energy Solutions.

The Board should prossess, 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.