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
File title:
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, Deputy Chairman
File title:
Anders Runevad, Deputy Chairman
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
Lars Josefsson
File title:
Lars Josefsson
Kentaro Hosomi
File title:
Kentaro Hosomi
Kim Hvid Thomsen
File title:
Kim Hvid Thomsen
Michael Abildgaard Lisbjerg
File title:
Michael Abildgaard Lisbjerg
Pia Kirk Jensen
File title:
Pia Kirk Jensen
Sussie Dvinge Agerbo
File title:
Sussie Dvinge Agerbo

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.

February 2021, Vestas defined a target to reach equal gender distribution among the no later than in 2022 (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 five male members and two 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.

Board committees

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

Election of committee members

The Committees consist of at least three members, who are elected for a one-year term by and among the members of the company’s Board of Directors 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 of Directors can remove any member of the Committees at any time. The majority of the members of the Committees shall qualify as independent. 

The Board of Directors shall designate one of the members of each Committee as Chairman

Members
Karl-Henrik Sundström, Chairman
Description:
Karl-Henrik Sundström
File title:
Karl-Henrik Sundström, Chairman
Bert Nordberg
Description:
Bert Nordberg
File title:
Bert Nordberg
Eva Merete Søfelde Berneke
Description:
Eva Merete Søfelde Berneke - CV
File title:
Eva Merete Søfelde Berneke

Among other things, the Technology & Manufacturing Committee assists the Board of Directors in assessing technological matters, IPR strategy and product development plans. The committee also supports the Board in matters concerning production, monitors and evaluates the short- and long-term manufacturing footprint, evaluates sustainability performance and gives support to forums such as Vestas' Innovation Portfolio Council, Product Portfolio Council and Product Operation Council.

Members
Description:
Anders Runevad
File title:
Anders Runevad, Chairman
Description:
Lars Josefsson
File title:
Lars Josefsson
Description:
Bruce Grant
File title:
Bruce Grant

Among other things, the Technology & Manufacturing Committee assists the Board of Directors in assessing technological matters, IPR strategy and product development plans. The committee also supports the Board in matters concerning production, monitors and evaluates the short- and long-term manufacturing footprint, evaluates sustainability performance and gives support to forums such as Vestas' Innovation Portfolio Council, Product Portfolio Council and Product Operation Council.

Members
Description:
Anders Runevad
File title:
Anders Runevad, Chairman
Description:
Lars Josefsson
File title:
Lars Josefsson
Description:
Bruce Grant
File title:
Bruce Grant

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 2020 12 4 6 4
Elected by shareholders        
Bert Nordberg 12/12 4/4 6/6  
Anders Erik Runevad 9/10   3/3 3/3
Bruce Grant 11/12     3/4
Eva Berneke 11/12 3/3 6/6  
Helle Thorning-Schmidt 10/12   6/6  
Karl-Henrik Sundström 9/10 3/3    
Lars Josefsson 12/12   3/3 4/4
Elected by employees        
Kim Hvid Thomsen 12/12      
Michael Lisbjerg 11/12      
Pia Kirk Jensen  7/8      
Sussie Dvinge Agerbo 12/12      

 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 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.