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. 

 

Policies, rules, guidelines, etc.
Description:
Articles of Association
File title:
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 Nomination and Compensation Committee
File title:
Charter of the Nomination & Compensation Committee
Description:
Charter of the Technology & Manufacturing Committee
File title:
Charter of the Technology & Manufacturing Committee
Description:
Charter of the Audit Committee
File title:
Charter of the Audit Committee

Board profiles

Anders Runevad
Description:

Chair

File title:
Anders Runevad
Karl-Henrik Sundström
Description:

Deputy Chair

File title:
Karl-Henrik Sundström
Bill Fehrman
Description:

Member

File title:
Bill Fehrman
Eva Merete Søfelde Berneke
Description:

Member

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

Member

File title:
Helle Thorning-Schmidt
Henriette Thygesen
Description:

Member

File title:
Henriette Thygesen
Lena Olving
Description:

Member

File title:
Lena Olving
Claus Skov Christensen
Description:

Member

File title:
Claus Skov Christensen
Michael Abildgaard Lisbjerg
Description:

Member

File title:
Michael Abildgaard Lisbjerg
Sussie Dvinge
Description:

Member

File title:
Sussie Dvinge
Description:

Member

File title:
Louise B. Schmidt Nielsen

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.

 BoardAuditNomination &
Compensation
Technology &
Manufacturing
Number of meetings in 202310544
Elected by shareholders    
Anders Erik Runevad10/10-4/44/4
Karl-Henrik Sundström10/105/54/4.-
Bruce Grant8/10--4/4
Eva Merete Søfelde Berneke8/105/54/4-
Helle Thorning-Schmidt10/10-4/4-
Kentaro Hosomi10/103/3--
Lena Olving9/10--4/4
     
Elected by employees    
Claus Skov Christensen10/10   
Michael Lisbjerg10/10   
Pia Kirk Jensen 10/10   
Sussie Dvinge 9/10   

 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.

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 2024

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

 Board fee1Committee fee1
Member2DKK 473,382 DKK 278,460
ChairDKK 1,420,146 DKK 501,228
Deputy ChairDKK 946,764-

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.

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 - 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

 


Board Evaluation

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.

As part of the yearly evaluation, board members are asked to complete a questionnaire to guide them in their preparation, and to make sure that all relevant issues are touched upon in connection with the evaluation. The areas covered by the evaluation may differ from year to year to reflect the develop-ment of the Board’s work.  

The result of the evaluation of the Board itself are discussed by the Board. The results of the committee evaluations are discussed by the relevant committee and reported to the Board. The Board brings in external consultants to support the evaluation at least once every third year.

 
In 2023, the Board evaluation was facilitated internally

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..

Today, the Board elected by the general meeting consists of four male members and three female members. The employee elected members consists of two male and two female members.

Board election 2023

At the Annual General Meeting on 12 April 2023, the shareholders re-elected Anders Runevad,  Bruce Grant, Eva Merete Søfelde Berneke, Helle Thorning-Schmidt, Karl-Henrik Sundström, and Kentaro Hosomi as members of the Board of Directors. 

Elected by the shareholders

 202420232022
    
Female4 (57%)3 (43%)3 (37.5%)
Male3 (43%)4 (57%)5 (62.5%)

 

 

 

Diversity in the Board
Nationalities
Danish: 7
Swedish: 3
American: 1
Age
40-49 years: 1
50-59 years: 5
60-69 years: 5
Gender
Women: 6 (55%)
Men: 5 (45%)
Tenure
1-5 years: 9 (82%)
6-10 years: 0 
More than 10 years: 2 (18%)

Competences the Board needs

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.