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 12 members, of whom eight 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
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).

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. 

 

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:
Remuneration Policy
File title:
Remuneration Policy
Description:
Charter of the Audit Committee
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Charter of the Nomination & Compensation Committee
Description:
Charter of the Technology & Manufacturing Committee
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Charter of the Technology & Manufacturing Committee
Description:
Charter of the Audit Committee
File title:
Charter of the Audit Committee

Board profiles

Bert Nordberg
Description:

Chair

File title:
Bert Nordberg
Anders Runevad
Description:

Deputy Chair

File title:
Anders Runevad
Bruce Grant
Description:

Member

File title:
Bruce Grant
Eva Merete Søfelde Berneke
Description:

Member

File title:
Eva Merete Søfelde Berneke
Helle Thorning-Schmidt
Description:

Member

File title:
Helle Thorning-Schmidt
Karl-Henrik Sundström
Description:

Member

File title:
Karl-Henrik Sundström
Lena Olving
Description:

Member

File title:
Lena Olving
Kentaro Hosomi
Description:

Member

File title:
Kentaro Hosomi
Claus Skov Christensen
Description:

Member

File title:
Claus Skov Christensen
Michael Abildgaard Lisbjerg
Description:

Member

File title:
Michael Abildgaard Lisbjerg
Pia Kirk Jensen
Description:

Member

File title:
Pia Kirk Jensen
Sussie Dvinge
Description:

Member

File title:
Sussie Dvinge

Meeting Participation

The Board holds at least five meetings a year, including a strategy seminar. 

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.

  Board Audit Nomination &
Compensation
Technology &
Manufacturing
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.

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.

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 2022

In April 2022, the Annual General Meeting approved the following remuneration levels for the financial year 2022:

  Board fee1 Committee fee1
Member DKK 455,175  DKK 267,750
Chair DKK 1,365,525  DKK 481,950
Deputy Chair DKK 910,350 -

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.

Our Board Committees

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 - 2022

Audit Committee 
Mr Karl-Henrik Sundström, Chair
Mr Bert Nordberg
Ms Eva Merete Søfelde Berneke

Technology & Manufacturing Committee
Mr Anders Runevad, Chair
Mr Bruce Grant
Ms Lena Olving

Nomination & Compensation Committee
Mr Bert Nordberg, Chair
Mr Anders Runevad
Ms Eva Merete Søfelde Berneke
Ms Helle Thorning-Schmidt

 

Read more ...
- Reports from the committees - 2021


Board Evaluation

Annually, the Board of Directors (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 Chair of the Board and the Chair 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 Chair’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.
Board Evaluation 2021
 
In 2021, the Board evaluation was facilitated externally by a consultancy firm that works exclusively on board effectiveness reviews.

Read more ...
- Board evaluation reports

Election and Diversity

Pursuant to Vestas Wind Systems A/S’ Articles of Association, the Board of Directors (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.

 
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 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.

February 2021, the Board defined a gender distribution target of 37.5 percent/62.5 percent among the board members elected by the general meeting no later than in 2022, corresponding to. equal gender distribution according to the Danish Business Authorities’ definition. See the 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 five male members and three female members. The employee elected members consists of two male and two female members.

Board election 2022

At the Annual General Meeting on 5 April 2022, the shareholders re-elected Anders Runevad, Bert Nordberg, Bruce Grant, Eva Merete Søfelde Berneke, Helle Thorning-Schmidt, Karl-Henrik Sundström, and Kentaro Hosomi as members of the Board of Directors. Furthermore, the proposed candidate Lena Olving was elected as a new member.  

The Board then fulfilled its gender ambition.

Elected by the shareholders

  2022 2021
     
Female 3 (37.5%) 2 (25%)
Male 5 (62.5%) 6 (75%)

 

 

 

Diversity in the Board
Nationalities, June 2022
Danish: 6
Swedish: 4
American: 1
Japanese: 1
Age, June 2022
40-49 years: 1
50-59 years: 5
60-69 years: 6
Gender, June 2022
Women: 5 (42%)
Men: 7 (58%)
Tenure, June 2022
1-5 years: 9 (75%)
6-10 years: 1 (8%)
More than 10 years: 2 (17%)

Competences the Board needs

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

The Board of Directors (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.