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Corporate governance

"The Board is continuously vigilant of the guidelines and processes that are in place for the running of Vestas. This ensures that – at any given time – management has the necessary framework to be able to conduct business in a spirit of Vestas’ values - accountability, collaboration, and simplicity."

Bert Nordberg, Chairman

Bert Nordberg

What is corporate governance?

Corporate governance is defined as “the system used to manage and control a business”, i.e. for "control and management" of companies through ownership, board structure, remuneration systems, company law, etc. 

Corporate governance is about which overall goals companies should pursue and how companies' management structures and tasks are most appropriately organised and implemented. 

Codes and regulations

As an international company listed on Nasdaq Copenhagen, Vestas is in compliance with Danish and EU company laws regarding listed companies. Further, Vestas is in compliance with the majority (2016: 43 out of 47) of the Danish Corporate Governance Recommendations. 

Vestas intends to comply with and adapt its procedures to align with the current applicable Danish codes to the extent possible and desirable. 

Read more: Vestas’ statutory reports on corporate governance

Management structure

Vestas Wind Systems A/S is a Danish limited liability company with a two-tier management system in which the Board of Directors and the Executive Management are responsible for the management of the company’s affairs. No persons hold dual membership of the Board of Directors and the Executive Management. The company is also the parent company of the Vestas Group.

The management of the company is governed by the company’s articles of association, the Danish Companies Act and other applicable Danish law and regulations.


Shareholders / general meeting

Vestas seeks to have an international group of shareholders and to inform everyone openly about the company’s long-term targets, priorities and initiatives conducted in due consideration of short-term opportunities and limitations.

At the end of October 2017:

  • Vestas had 141,917 registered shareholders, including custodian banks. .
  • The registered shareholders held 89 percent of the company’s share capital. 
  • 137,534 Danish shareholders owned 33 percent of Vestas.  

General meeting

The general meeting consists of the company’s shareholders and is the supreme management body of Vestas Wind Systems A/S. The general meeting is the supreme authority in the company and is subject to the limits laid down by EU and Danish law and the company’s articles of association. 

Shareholders may exercise their right to make decisions in the company at the general meeting. The general meeting is held at least once a year.

Annual General Meeting 2018

Vestas holds its next Annual General Meeting on 3 April 2018. The convening will take place on 28 February 2018.

    Close

    Share capital distribution at 31 December 2016

    Number of shares

    %

    Capital - International shareholders
    Capital - Danish shareholders
    Capital - Shareholders not registered by name

    130,216,171
               82,655,133
    8,673,423

    59
                37
                4

    Total

    221,544,727

     

    Major shareholder

    Vestas has at the moment no shareholders with a holding of more than 5 percent of the share capital.

    Disclosure obligations of major shareholdings

    According to the EU Transparency Directive and the Danish Companies Act, articles 55-56, shareholders are obliged to notify both Vestas and the Danish Financial Supervisory Authority when:  

    - the voting rights attached to the shares represent not less than 5 percent of the voting rights of the share capital, or the nominal value of the shares accounts for not less than 5 percent of the share capital, or

    - a change in a holding already notified entails that the limits of 5, 10, 15, 20, 25, 50, 90 or 100 percent and the limits of one third or two thirds of the voting rights of the share capital or the share capital are reached or are no longer reached.

    Such a notification must be forwarded to Vestas via IR@vestas.com no later than two weeks after one of the limits has been reached or is no longer reached.

    The notification to the Danish Financial Supervisory Authority shall be made electronically via the Danish Financial Supervisory Authority webpage.

    Registration of Vestas shares

    Vestas’ shares are registered in the name of the holder. Vestas’ articles of association stipulate that the shares must be registered in the name of the holder and recorded in the company’s register of shareholders. 

    Shareholders are not able to exercise all of their rights if their shares are not registered by name. This applies to e.g. the right to attend and vote at general meetings. 

    How are shares registered by name?

    Shares are registered by contacting the bank/custody bank, which holds the shares in a custody account, requesting that the bank registers the shares in the name of the holder.


    Advantages of registration of shares

    • Shareholders may exercise their shareholder rights
    • Shareholders can access Vestas’ InvestorPortal

    InvestorPortal

    The InvestorPortal is a service offered to Vestas’ registered shareholders for easy administration of shareholder rights. As a shareholder you can access a wide range of investor information. Among other things, you can:

    • view the size of your own portfolio of registered Vestas shares;
    • subscribe to specific information;
    • register for general meetings; and/or
    • vote at general meetings in advance or appoint a proxy.


    Open the InvestorPortal to get additional information on how to log on by using Nem ID or with a username (VP ID) and password.

    Welcome to Vestas' InvestorPortal

    Shareholder information

    Twice a year, in February and August, Vestas’ “Shareholder Information” is disclosed. An online publication in which the company’s management gives a brief presentation of the company’s state of affairs, development potential, and an overview of the financial highlights for the relevant period.


    As a shareholder of Vestas you can sign up for the shareholder information via the InvestorPortal.


    General meeting

    The shareholders in General Meeting shall be the Company’s supreme authority in all company matters subject to the relevant legislation and these articles of association.

    All shareholders are entitled to have equal access to submit proposals, attend, vote and speak at general meetings. The right of a shareholder to attend a general meeting and to vote is determined relative to the shares held by the shareholder at the record date. The record date is one week before the general meeting. 

    The shareholder has as many votes as the number of shares registered on the record date. The record date is one week before the General Meeting.

    Attending the general meeting

    Any shareholder who is entitled to attend a general meeting, and who wishes to attend a general meeting, must request an admission card for the general meeting not later than three days before the date of the relevant general meeting.

    Read more - Vestas' articles of association




    General meetings       
    07 April 2017  Convening  Resolutions
    Minutes 
    30 March 2016 Convening Resolutions  Minutes 
    30 March 2015  Convening  Resolutions  Minutes 
    24 March 2014  Convening  Resolutions  Minutes 
    21 March 2013  Convening  Resolutions  Minutes 
    29 March 2012  Convening  Resolutions  Minutes 
    28 March 2011  Convening  Resolutions  Minutes 
    17 March 2010  Convening  Resolutions   

      Close

      Electronic communication - register your email

      It is important that you sign up for Vestas' email service, if you want to receive information from Vestas.

      In the InvestorPortal, you can subscribe to receive convenings, annual reports, interim reports and shareholder informations by email.

      InvestorPortal

      The InvestorPortal is a service offered to Vestas’ registered shareholders for easy administration of shareholder rights.

      Vestas' InvestorPortal

      News Services

      Vestas has three different news services, which makes it easy for you as a shareholder to keep up with the developments in Vestas. You can read here how to subscribe and which information you can receive - Vestas' News Services.

      Dividend policy

      Any decision to distribute cash to shareholders will be made in due consideration of the capital structure targets and availability of excess cash. Determining the level of excess cash will always be based on the company’s growth plans and liquidity requirements. 

      The Board’s general intention is to recommend a dividend of 25-30 percent of the year’s net result after tax, which will be paid out following the approval by the annual general meeting.

       

      2016

      2015

      2014

      2013

      2012

      Dividend per share (DKK) 

      9.71 

       6.82

       3.90

       0.00

      0.00


      Audit

      External audit

      Vestas’ financial and non-financial reporting is audited by an independent external audit firm elected annually by the shareholders at the annual general meeting. 

      At the annual general meeting the shareholders appoint one or two auditors. The appointment is for one year at a time. Retiring auditors shall be eligible for re-election. 

      In April 2017, the annual general meeting re-elected PricewaterhouseCoopers as Vestas' external auditor. 

      The audit firm was first elected external auditor by the Annual General Meeting of Vestas in 1998. 

      The auditor acts in the interest of the shareholders, as well as the public. The Board of Directors and Executive Management grant the auditor(s) access to make any investigations, they find necessary, and ensure that the auditor(s) receive the information and the assistance needed for them to exercise their duties. The Board of Directors maintains a regular dialogue with the auditor(s), however, it is the responsibility of the Audit Committee to make arrangements for the necessary exchange of information. 

      Auditor’s fee

      The contractual basis and thereby the scope of the auditor’s work, including any non-audit related services, is agreed between the company’s Board of Directors and the auditor(s) based on a recommendation from the Audit Committee. The Executive Management and the auditor(s) define the specific scope of the auditor’s services, and the auditor’s fee is agreed with the Board of Directors.

      Audit fees (mEUR)  2015  2016
      Audit - PricewaterhouseCoopers  3 3
      Total audit  3 3
      Non-audit services (PricewaterhouseCoopers):
      Assurance engagements 
      Tax assistance 
      Other services

       0
      2
      1

       0
      2
      1
      Total non-audit services  3 3
      Total   6 6

      Policy for audit services and non-audit services

      The Vestas Group’s auditors can, within certain limits, be used for certain non-audit services and may often be the preferable choice due to business knowledge, confidentiality, and cost considerations. 

      Vestas has a policy for non-audit services ensuring that the provision of non-audit services to the Group does not impair the auditor’s independence or objectivity. Vestas’ Audit Committee is responsible for the development and maintenance of this policy and monitors compliance. 

      During 2016, audit and non-audit services provided by the Group auditors globally totalled EUR 6 million, of which 59 percent related to audit related services (audit fees, assurance engagements, and tax compliance & preparation fees) – the key figures have been calculated in accordance with guidelines worked out by certain proxy advisors. Excluding significant projects considered one-off in nature, audit related services accounted for 71 percent of the total provision of audit and non-audit services provided by the Group auditors globally. 

      Internal audit

      Once a year, the Audit Committee assesses the need for an internal audit function. The Committee has found that it is not necessary to establish an internal audit function in Vestas. 

      The independent auditor’s reports 

      The independent auditor’s report:  

      Board of Directors

      Vestas’ 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.

        Close

        Profile of the members of the Board of Directors

        Vestas - Bert Nordberg

        Bert Nordberg

        Chairman of the Board of Directors

        Bert Nordberg

        Born: 23 March 1956
        Nationality: Swedish
        Resident: Sweden
        Position: Director

        Position with Vestas Wind Systems A/S
        Chairman of the company’s Board of Directors since 2012. Elected to the Board of Directors in March 2012 and re-elected for subsequent terms, most recently in 2017. Term of office expires in 2018.

        Designated by the Board of Directors as chairman of the Nomination & Compensation Committee.

        Mr Nordberg meets the definition of independence as set out by the Danish Corporate Governance Committee.

        Shareholding
        Vestas shareholding as per 29 August 2017: 10,000 shares. The mentioned number of shares includes own and related parties’ total shareholding.

         

        Download pdf

        Special competencies
        Mr Nordberg has the following competencies which specifically are essential to the work of the Board of Directors of Vestas Wind Systems A/S: Special competence in restructuring, services and infrastructure business; several years of international business experience; development market knowledge.

        Fiduciary positions
        Member of the boards of: AB Electrolux (SE), Essity AB (SE), Saab Group AB (SE), and Svenska Cellulosa Aktiebolaget SCA (SE).

        Vestas - Lars Josefsson

        Lars Josefsson

        Deputy Chairman of the Board of Directors

        Born: 31 May 1953
        Nationality: Swedish
        Resident: Sweden
        Position: Independent consultant

        Position with Vestas Wind Systems A/S

        Deputy Chairman of the company’s Board of Directors since 2012. Elected to the Board of Directors in March 2012 and re-elected for subsequent terms, most recently in 2017. Term of office expires in 2018.

        Designated by the Board of Directors as chairman of the Technology & Manufacturing Committee and member of the Nomination & Compensation Committee.

        Mr Josefsson meets the definition of independence as set out by the Danish Corporate Governance Committee.

        Shareholding

        Vestas shareholding as per 31 December 2016: 2,500 shares.

         

        Download pdf

        Special competencies
        Mr Josefsson has the following competencies which specifically are essential to the work of the Board of Directors of Vestas Wind Systems A/S: In-depth knowledge of managing international companies including research and development, technology and production.

        Fiduciary positions

        Chairman of the Boards of Driconeq AB (SE), Ouman Oy (FI), and TimeZynk AB (SE).

        Member of the Boards of Holmen AB (SE) and Metso Oyj (FI).

         
        Vestas - Carsten Bjerg

        Carsten Bjerg

        Member of the Board of Directors

        Carsten Bjerg

        Born: 12 November 1959
        Nationality: Danish
        Resident: Denmark
        Position: Director

        Position with Vestas Wind Systems A/S
        Elected to the Board of Directors in March 2011 and re-elected for subsequent terms, most recently in 2017. Term of office expires in 2018.

        Elected by the Board of Directors as a member of the Technology & Manufacturing Committee and the Audit Committee.

        Mr Bjerg meets the definition of independence as set out by the Danish Corporate Governance Committee.

        Shareholding
        Vestas shareholding as per 31 December 2016: 4,019 shares.

        Download pdf

        Special competencies
        Mr Bjerg has the following competencies which specifically are essential to the work of the Board of Directors of Vestas Wind Systems A/S: In-depth knowledge of managing an international group including thorough knowledge of R&D, manufacturing, and strategic management.

        Fiduciary positions
        Chairman of the boards of PCH Engineering A/S (DK), Ellegaard A/S (DK), and Guldager A/S (DK).

        Deputy chairman of the boards of Højgaard Holding A/S (DK) and Rockwool International A/S (DK).

        Member of the boards of Agrometer A/S (DK), MT Højgaard A/S (DK), and Nissens A/S (DK).

        Vestas - Eija Pitkänen

        Eija Pitkänen

        Member of the Board of Directors

        Born: 23 April 1961
        Nationality: Finnish
        Resident: Finland
        Position: Sustainability, Ethics & Compliance Officer, Risk Officer, Telia (FI).

        Position with Vestas Wind Systems A/S

        Elected to the Board of Directors in March 2012 and re-elected for subsequent terms, most recently in 2017. Term of office expires in 2018.

        Elected by the Board of Directors as a member of the Technology & Manufacturing Committee.

        Mrs Pitkänen meets the definition of independence as set out by the Danish Corporate Governance Committee.

        Shareholding

        Vestas shareholding as per 31 December 2016: 1,250 shares. The mentioned number of shares includes both own and related parties’ total shareholding.

         

        Download pdf

        Special competencies

        Mrs Pitkänen has the following special competencies which specifically are essential to the work of the Board of Directors of Vestas Wind Systems A/S: Extensive international experience in developing and executing global sustainability strategy as part of business in several international companies.

        Positions of trust

        Member of the board of: Finnish Refugee Council (FI).

        Henrik Andersen

        Member of the Board of Directors

        Henrik Andersen

        Born: 31 December 1967
        Nationality: Danish
        Resident: Denmark
        Position: Group President & CEO of Hempel A/S (DK) 2016 -.

        Position with Vestas Wind Systems A/S
        Elected to the Board of Directors in March 2013 and re-elected for subsequent terms, most recently in 2017. Term of office expires in 2018.

        Designated by the Board of Directors as chairman of the Audit Committee and fulfills the demand for qualifications within financial accounting as set out in the Danish Auditors' Act. Elected by the Board of Directors as a member of the Nomination & Compensations Committee.

        Mr. Andersen meets the definition of independence as set out by the Danish Corporate Governance Committee and the definition of independence of audit committee members as set out in the Danish Auditors' Act.

        Shareholding
        Vestas shareholding as per 28 November 2017: 10,450. The mentioned number of shares includes both own and related parties’ total shareholding.

         

        Download pdf

        Special competencies
        Mr Andersen has the following competencies which specifically are essential to the work of the Board of Directors of Vestas Wind Systems A/S: In-depth knowledge of accounting, finance and capital markets, international business experience including restructuring and strategic management of international companies.

        Fiduciary positions
        Member of the board of Maj Invest Holding A/S (DK).

        Positions of trust
        Member of The investment committee of Maj Invest Equity 4 K/S (DK).

        Henry Sténson

        Member of the Board of Directors

        Henry Sténson

        Born: 10 June 1955
        Nationality: Swedish
        Resident: Sweden
        Position: Executive Vice President of Corporate Communication & Sustainability Affairs, Volvo Group (SE) 2015-.

        Position with Vestas Wind Systems A/S
        Elected to the Board of Directors in March 2013 and re-elected for subsequent terms, most recently in 2017. Term of office expires in 2018.

        Mr Sténson meets the definition of independence as set out by the Danish Corporate Governance Committee.

        Shareholding
        Vestas shareholding as per 31 December 2016: 5,000 shares.

         

        Download pdf

        Special competencies
        Mr Sténson has the following competencies which specifically are essential to the work of the Board of Directors of Vestas Wind Systems A/S: More than 20 years’ experience from executive teams in global business and extensive experience from communications with media, capital markets and international public affairs. Furthermore, experience from industrial turnaround processes and crisis management.

        Fiduciary positions
        Member of the board of Braathens Regional AB (SE).

         

         

        Kim Hvid Thomsen

        Member of the Board of Directors

        Kim Hvid Thomsen

        Born: 8 August 1963
        Nationality: Danish
        Resident: Denmark
        Position: HR Business Partner, People & Culture, Vestas Wind Systems A/S (DK) 2015-.

        Position with Vestas Wind Systems A/S
        Elected by Group employees. Member of the Board of Directors since May 1996 and re-elected for subsequent terms, most recently in 2016. Term of office expires in 2020.

        Elected by the Board of Directors as a member of the Technology & Manufacturing Committee.

        Shareholding
        Vestas shareholding as per 5 May 2017: 3,710 shares. The mentioned number of shares includes both own and related parties’ total shareholding.

         

        Download pdf

        Special competencies
        Mr Thomsen has the following competencies which specifically are essential to the work of the Board of Directors of Vestas Wind Systems A/S: In-depth knowledge of production processes and human resources, etc. of the Vestas Group.

         

        Peter Lindholst

        Member of the Board of Directors

        Peter Lindholst

        Born: 25 February 1971
        Nationality: Danish
        Resident: Denmark
        Position: Vice President, Concept Development, Power Solutions, Vestas Wind Systems A/S

        Position with Vestas Wind Systems A/S
        Elected by company employees. Member of the Board of Directors since 2016. Term of office expires in 2020.

        Shareholding
        Vestas shareholding as per 31 December 2016: 500 shares.

         

        Download pdf

        Special competencies
        Mr Lindholst has the following special competencies which specifically are essential to the work of the Board of Directors of Vestas Wind Systems A/S: In-depth knowledge of wind turbine design  and innovation, and experience from Vestas in managing R&D activities in an international set-up.

        Lykke Friis

        Member of the Board of Directors

        Lykke Friis

        Born: 27 October 1969
        Nationality: Danish
        Resident: Denmark
        Position: Prorector for Education, University of Copenhagen (DK) 2012-.

        Position with Vestas Wind Systems A/S
        Elected to the Board of Directors in March 2014 and re-elected for subsequent tearms, most recently in 2017. Term of office expires in 2018.

        Elected by the Board of Directors as a member of the Nomination & Compensations Committee.

        Ms Friis meets the definition of independence as set out by the Danish Corporate Governance Committee.

        Shareholding
        Vestas shareholding as per 31 December 2016: 2,305 shares. The mentioned number of shares includes related parties’ total shareholding.

         

        Download pdf

         

        Special competencies
        Ms Friis has the following competencies which specifically will be essential to the work of the Board of Directors of Vestas Wind Systems A/S: In-depth knowledge of international energy policy and European Union regulation. Furthermore, experience from public affairs and managing research and development.

        Fiduciary positions
        Member of the boards of European Council of Foreign Relations (UK), Rockwool Foundation, and VELUX A/S (DK).

        Member of the European Commission's high level Group on Horizon 2020 (EU).

        Positions of trust
        Chairman of the Danish Foreign Policy Society (DK). President of the Danish Cancer Society (DK). Member of The Danish-German Chamber of -Commerce (DK).

        Michael Abildgaard Lisbjerg

        Member of the Board of Directors

        Michael A. Lisbjerg

        Born: 17 September 1974
        Nationality: Danish
        Resident: Denmark
        Position: Skilled Worker - Production and Shop Steward, Vestas Manufacturing A/S (DK) 2001-.

        Position with Vestas Wind Systems A/S
        Elected by Group employees. Member of the Board of Directors since April 2008 and re-elected for subsequent terms, most recently in 2016. Term of office expires in 2020.

        Shareholding
        Vestas shareholding as per 31 December 2015: 834 shares.

        Download pdf

        Special competencies
        Mr Lisbjerg has the following special competencies which specifically are essential to the work of the Board of Directors of Vestas Wind Systems A/S: In-depth knowledge of production processes and human resources, etc. of the Vestas Group.

        Sussie Dvinge Agerbo

        Member of the Board of Directors

        Born: 5 November 1970
        Nationality: Danish
        Resident: Denmark
        Position: Management Assistant, Technology & Service Solutions, Vestas Wind Systems A/S (DK) 1990-.

        Position with Vestas Wind Systems A/S

        Elected by company employees. Member of the Board of Directors since November 2005 and re-elected for subsequent terms, most recently in 2016. Term of office expires in 2020.

        Shareholding

        Vestas shareholding as per 5 May 2017: 800 shares. The mentioned number of shares includes both own and related parties' total shareholding.

         

        Download pdf

        Special competencies

        Mrs Agerbo has the following special competencies which specifically are essential to the work of the Board of Directors of Vestas Wind Systems A/S: In-depth knowledge of project management and organizational structures including human resources and staff development.

        Torben Ballegaard Sørensen

        Member of the Board of Directors

        Torben Ballegaard Sørensen

        Born: 7 February 1951
        Nationality: Danish
        Resident: Denmark
        Position: Director

        Position with Vestas Wind Systems A/S
        Elected to the Board of Directors in March 2015 and re-elected for subsequent terms, most recently in 2017. Term of office expires in 2018.

        Elected by the Board of Directors as a member of the Audit Committee.

        Meets the definition of independence as set out by the Danish Corporate Governance Committee.

        Shareholding
        Vestas shareholding as per 21 November 2017: 500 shares.

         

        Download pdf

        Special competencies
        Mr Sørensen has the following special competencies which specifically is essential to the work of the Board of Directors of Vestas Wind Systems A/S: Experience from Growth and continuous improvement of global and complex industrial organizations. Leadership development. Product- and business innovation and strategic execution. International sales and marketing. Value adding board work, financial controlling and interaction with capital markets.

        Fiduciary positions
        Chairman of the boards of: AS3 Companies A/S (DK), CAPNOVA A/S (DK), Tajco Group A/S (DK) and Liquid Vanity A/S (DK).

        Member of the boards of: Egmont International Holding A/S (DK) and Systematic A/S (DK).

        Positions of trust
        Chairman of: The Foundation Capnova Invest Zealand (DK).

        Member of the board of directors of: The Egmont Foundation (DK) and Centre for Advanced Technology (CAT) Foundation (DK).

        Chairmanship

        According to article 8 (2) of the articles of association the Board of Directors shall elect a chairman and, potentially, a deputy chairman among themselves. A member of the Executive Management cannot be elected chairman or deputy chairman.

        After the annual general meeting – 6 April 2017, the Board of Directors held a statutory board meeting. At the meeting, Bert Nordberg was re-elected as chairman of the Board and Lars Josefsson was re-elected as deputy chairman of the Board.

        Vestas - Bert Nordberg

        Bert Nordberg

        Chairman of the Board of Directors

        Bert Nordberg

        Born: 23 March 1956
        Nationality: Swedish
        Resident: Sweden
        Position: Director

        Position with Vestas Wind Systems A/S
        Chairman of the company’s Board of Directors since 2012. Elected to the Board of Directors in March 2012 and re-elected for subsequent terms, most recently in 2017. Term of office expires in 2018.

        Designated by the Board of Directors as chairman of the Nomination & Compensation Committee.

        Mr Nordberg meets the definition of independence as set out by the Danish Corporate Governance Committee.

        Shareholding
        Vestas shareholding as per 29 August 2017: 10,000 shares. The mentioned number of shares includes own and related parties’ total shareholding.

         

        Download pdf

        Special competencies
        Mr Nordberg has the following competencies which specifically are essential to the work of the Board of Directors of Vestas Wind Systems A/S: Special competence in restructuring, services and infrastructure business; several years of international business experience; development market knowledge.

        Fiduciary positions
        Member of the boards of: AB Electrolux (SE), Essity AB (SE), Saab Group AB (SE), and Svenska Cellulosa Aktiebolaget SCA (SE).

        Vestas - Lars Josefsson

        Lars Josefsson

        Deputy Chairman of the Board of Directors

        Born: 31 May 1953
        Nationality: Swedish
        Resident: Sweden
        Position: Independent consultant

        Position with Vestas Wind Systems A/S

        Deputy Chairman of the company’s Board of Directors since 2012. Elected to the Board of Directors in March 2012 and re-elected for subsequent terms, most recently in 2017. Term of office expires in 2018.

        Designated by the Board of Directors as chairman of the Technology & Manufacturing Committee and member of the Nomination & Compensation Committee.

        Mr Josefsson meets the definition of independence as set out by the Danish Corporate Governance Committee.

        Shareholding

        Vestas shareholding as per 31 December 2016: 2,500 shares.

         

        Download pdf

        Special competencies
        Mr Josefsson has the following competencies which specifically are essential to the work of the Board of Directors of Vestas Wind Systems A/S: In-depth knowledge of managing international companies including research and development, technology and production.

        Fiduciary positions

        Chairman of the Boards of Driconeq AB (SE), Ouman Oy (FI), and TimeZynk AB (SE).

        Member of the Boards of Holmen AB (SE) and Metso Oyj (FI).

         

        Election of members to the Board of Directors

        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 of Directors.

        Recruitment criteria

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

        • 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 of Directors 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 of Directors continuously work to increase diversity within the board. When proposing new board candidates, the Board of Directors 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 April 2013, Vestas defined a target that members of the under-represented gender should constitute two to three board members elected by the general meeting no later than in 2017.

        Today, the Board of Directors elected by the general meeting consists of six male members and two female members.

        Employee representation

        In Denmark, employees employed in a public or private limited company, are entitled to elect representatives to the company’s Board of Directors if the company has employed an average of 35 employees in the preceding three years.

        Under Danish law, employees have the right to elect a number of representatives equivalent to half of the representatives elected by shareholders at the general meeting at the time when the election of employee representatives is called. If the number of members of the Board of Directors elected by the shareholders is not an even number, the number of employee representatives will be rounded up.

        As a main rule, employee-elected Board members are elected for four years and they can be re-elected.

        In accordance with the Danish legislation, employee representatives have the same rights, duties and responsibilities as the other members of the Board.

        Employee representation at the Board of Directors of Vestas Wind Systems A/S
        The most recent ordinary election of employee representatives for the Board of Directors of Vestas Wind Systems A/S took place in 2016.

        Vestas Wind Systems A/S’ employee representation

        Sussie Dvinge Agerbo

        Member of the Board of Directors

        Born: 5 November 1970
        Nationality: Danish
        Resident: Denmark
        Position: Management Assistant, Technology & Service Solutions, Vestas Wind Systems A/S (DK) 1990-.

        Position with Vestas Wind Systems A/S

        Elected by company employees. Member of the Board of Directors since November 2005 and re-elected for subsequent terms, most recently in 2016. Term of office expires in 2020.

        Shareholding

        Vestas shareholding as per 5 May 2017: 800 shares. The mentioned number of shares includes both own and related parties' total shareholding.

         

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        Special competencies

        Mrs Agerbo has the following special competencies which specifically are essential to the work of the Board of Directors of Vestas Wind Systems A/S: In-depth knowledge of project management and organizational structures including human resources and staff development.

        Peter Lindholst

        Member of the Board of Directors

        Peter Lindholst

        Born: 25 February 1971
        Nationality: Danish
        Resident: Denmark
        Position: Vice President, Concept Development, Power Solutions, Vestas Wind Systems A/S

        Position with Vestas Wind Systems A/S
        Elected by company employees. Member of the Board of Directors since 2016. Term of office expires in 2020.

        Shareholding
        Vestas shareholding as per 31 December 2016: 500 shares.

         

        Download pdf

        Special competencies
        Mr Lindholst has the following special competencies which specifically are essential to the work of the Board of Directors of Vestas Wind Systems A/S: In-depth knowledge of wind turbine design  and innovation, and experience from Vestas in managing R&D activities in an international set-up.

        Michael Abildgaard Lisbjerg

        Member of the Board of Directors

        Michael A. Lisbjerg

        Born: 17 September 1974
        Nationality: Danish
        Resident: Denmark
        Position: Skilled Worker - Production and Shop Steward, Vestas Manufacturing A/S (DK) 2001-.

        Position with Vestas Wind Systems A/S
        Elected by Group employees. Member of the Board of Directors since April 2008 and re-elected for subsequent terms, most recently in 2016. Term of office expires in 2020.

        Shareholding
        Vestas shareholding as per 31 December 2015: 834 shares.

        Download pdf

        Special competencies
        Mr Lisbjerg has the following special competencies which specifically are essential to the work of the Board of Directors of Vestas Wind Systems A/S: In-depth knowledge of production processes and human resources, etc. of the Vestas Group.

        Kim Hvid Thomsen

        Member of the Board of Directors

        Kim Hvid Thomsen

        Born: 8 August 1963
        Nationality: Danish
        Resident: Denmark
        Position: HR Business Partner, People & Culture, Vestas Wind Systems A/S (DK) 2015-.

        Position with Vestas Wind Systems A/S
        Elected by Group employees. Member of the Board of Directors since May 1996 and re-elected for subsequent terms, most recently in 2016. Term of office expires in 2020.

        Elected by the Board of Directors as a member of the Technology & Manufacturing Committee.

        Shareholding
        Vestas shareholding as per 5 May 2017: 3,710 shares. The mentioned number of shares includes both own and related parties’ total shareholding.

         

        Download pdf

        Special competencies
        Mr Thomsen has the following competencies which specifically are essential to the work of the Board of Directors of Vestas Wind Systems A/S: In-depth knowledge of production processes and human resources, etc. of the Vestas Group.

         

        Self-evaluation

        Assessment of the work performed by the Board of Directors

        Pursuant to the rules of procedure for the Board of Directors, once a year, the Board of Directors must evaluate its work. 

        The annual evaluation includes an evaluation of: 

        • the contributions and results of the individual members of the Board of Directors – and the combined board; and  
        • the co-operation between the Board of Directors and the Executive Management. 


        Furthermore, the three board committees evaluate their performance. 

        An evaluation form is used to guide the members in their preparation and to make sure that all relevant issues are touched upon in connection with the evaluations. 

        The evaluations are conducted as an open dialogue among the members of the Board and the Committees. 

        The result of the evaluation is reported in the annual report.

        Board and committee meetings

        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.



         2016 meetings Number   Comments
         - Board of Directors 9  Eight of the nine meetings were attended by all members, whereas one member was excused from one of the meetings.
         - Audit Committee  6  Five of the six meetings, were attended by all members, whereas one member was excused from one of the meetings.
         - Technology & Manufacturing Committee 4  Three of the four meetings were attended by all members, whereas one member was excused from one meeting.
         - Nomination & Compensation Committee 4  All members attended the four meetings.

        Remuneration

        Efforts are made to ensure that the remuneration of the Board of Directors 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 of Directors 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 double committee remuneration.

        Board members elected by the employees receive the same remuneration as the board members elected by the general meeting.

        Incentive programme, bonus pay, etc.

        The Board of Directors is not included in incentive programmes (share option programmes, bonus pay or similar plans).

        Trading in Vestas shares

        The members of Vestas’ Board of Directors are registered on the Vestas Global Insider List. As a general rule, they may therefore only trade in Vestas financial instruments during a four-week period following the disclosure of the annual report, interim financial reports or other financial announcements, ref. the company’s internal rules.

        Notwithstanding that the “trading window” is open after disclosure of a financial report, no purchase or sale of Vestas financial instruments must be made if, at the time of the transaction, the person in question has inside information which may be of importance to the transaction.

        In accordance with Vestas' internal rules, the members of the Board of Directors are obliged to report any trading in Vestas shares, Vestas debt instruments, derivatives or other financial instruments linked thereto.


        Trade date Name Title Nature of the
        transaction
        Number of
        securities*
        15.02.2017  Kim Hvid Thomsen  Member  Sale  100
        05.05.2017 Sussie Dvinge Agerbo Member Sale 2,500
        05.05.2017 Kim Hvid Thomsen Member Sale 2,000
        11.05.2017  Bert Nordberg  Chairman Sale 5,000
        17.08.2017  Henrik Andersen Member Purchase 2,000
        29.08.2017  Bert Nordberg Chairman Sale 7,000
        29.08.2017  Bert Nordberg Chairman Purchase 8,000
        09.11.2017  Bert Nordberg Chairman Purchase  4,600
        09.11.2017 Henrik Andersen  Member Purchase 2,250
        09.11.2017  Lars Josefsson Deputy Chairman Purchase   1,000
        21.11.2017  Torben B. Sørensen  Member  Sale  5,000
        28.11.2017  Henrik Andersen Member Purchase 1,450

        *) The number of shares includes both own and related parties' share trading

        Overview of tradings from 2014-2016 (pdf).

        Authorities granted to the Board of Directors

        Vestas’ articles of association include an authorisation to Vestas’ Board of Directors to increase the company’s share capital in one or more issues of new shares up to a nominal value of DKK 22,407,451 (22,407,451 shares), ref. article 3 of the articles of association. The authorisation is valid until 1 March 2019. 

        At the Annual General Meeting in 2017, the Board of Directors was granted an authorisation to allow the company, in the period until 31 December 2018, to acquire treasury shares up to an aggregate nominal value of 10 percent of the company's share capital at the time of the authorisation, provided that the company's total holding of treasury shares does not at any time exceed 10 percent of the company's share capital. The purchase price paid in connection with acquisition of treasury shares must not deviate from the price quoted on Nasdaq Copenhagen at the time of acquisition by more than 10 percent.

        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.

          Close

          The Audit Committee

          The Audit Committee supports the Board of Directors in assessments and controls relating to auditing, accounting policies, systems of internal controls, financial reporting, procedures for handling complaints regarding accounting and auditing, the need for an internal audit function and Vestas’ Ethics and anti-corruption programmes.

          In 2016, the Committee held six committee meetings (activities in 2016).

          Evaluation of the members of the Committee’s independence

          The members of the Audit Committee meets the definition of independence of audit committee members set out in the Danish Auditors’ Act. The chairman also meets the requirements under the Auditors’ Act on accounting qualifications.

          Members of the Committee

          Henrik Andersen

          Member of the Board of Directors

          Henrik Andersen

          Born: 31 December 1967
          Nationality: Danish
          Resident: Denmark
          Position: Group President & CEO of Hempel A/S (DK) 2016 -.

          Position with Vestas Wind Systems A/S
          Elected to the Board of Directors in March 2013 and re-elected for subsequent terms, most recently in 2017. Term of office expires in 2018.

          Designated by the Board of Directors as chairman of the Audit Committee and fulfills the demand for qualifications within financial accounting as set out in the Danish Auditors' Act. Elected by the Board of Directors as a member of the Nomination & Compensations Committee.

          Mr. Andersen meets the definition of independence as set out by the Danish Corporate Governance Committee and the definition of independence of audit committee members as set out in the Danish Auditors' Act.

          Shareholding
          Vestas shareholding as per 28 November 2017: 10,450. The mentioned number of shares includes both own and related parties’ total shareholding.

           

          Download pdf

          Special competencies
          Mr Andersen has the following competencies which specifically are essential to the work of the Board of Directors of Vestas Wind Systems A/S: In-depth knowledge of accounting, finance and capital markets, international business experience including restructuring and strategic management of international companies.

          Fiduciary positions
          Member of the board of Maj Invest Holding A/S (DK).

          Positions of trust
          Member of The investment committee of Maj Invest Equity 4 K/S (DK).

          Vestas - Carsten Bjerg

          Carsten Bjerg

          Member of the Board of Directors

          Carsten Bjerg

          Born: 12 November 1959
          Nationality: Danish
          Resident: Denmark
          Position: Director

          Position with Vestas Wind Systems A/S
          Elected to the Board of Directors in March 2011 and re-elected for subsequent terms, most recently in 2017. Term of office expires in 2018.

          Elected by the Board of Directors as a member of the Technology & Manufacturing Committee and the Audit Committee.

          Mr Bjerg meets the definition of independence as set out by the Danish Corporate Governance Committee.

          Shareholding
          Vestas shareholding as per 31 December 2016: 4,019 shares.

          Download pdf

          Special competencies
          Mr Bjerg has the following competencies which specifically are essential to the work of the Board of Directors of Vestas Wind Systems A/S: In-depth knowledge of managing an international group including thorough knowledge of R&D, manufacturing, and strategic management.

          Fiduciary positions
          Chairman of the boards of PCH Engineering A/S (DK), Ellegaard A/S (DK), and Guldager A/S (DK).

          Deputy chairman of the boards of Højgaard Holding A/S (DK) and Rockwool International A/S (DK).

          Member of the boards of Agrometer A/S (DK), MT Højgaard A/S (DK), and Nissens A/S (DK).

          Torben Ballegaard Sørensen

          Member of the Board of Directors

          Torben Ballegaard Sørensen

          Born: 7 February 1951
          Nationality: Danish
          Resident: Denmark
          Position: Director

          Position with Vestas Wind Systems A/S
          Elected to the Board of Directors in March 2015 and re-elected for subsequent terms, most recently in 2017. Term of office expires in 2018.

          Elected by the Board of Directors as a member of the Audit Committee.

          Meets the definition of independence as set out by the Danish Corporate Governance Committee.

          Shareholding
          Vestas shareholding as per 21 November 2017: 500 shares.

           

          Download pdf

          Special competencies
          Mr Sørensen has the following special competencies which specifically is essential to the work of the Board of Directors of Vestas Wind Systems A/S: Experience from Growth and continuous improvement of global and complex industrial organizations. Leadership development. Product- and business innovation and strategic execution. International sales and marketing. Value adding board work, financial controlling and interaction with capital markets.

          Fiduciary positions
          Chairman of the boards of: AS3 Companies A/S (DK), CAPNOVA A/S (DK), Tajco Group A/S (DK) and Liquid Vanity A/S (DK).

          Member of the boards of: Egmont International Holding A/S (DK) and Systematic A/S (DK).

          Positions of trust
          Chairman of: The Foundation Capnova Invest Zealand (DK).

          Member of the board of directors of: The Egmont Foundation (DK) and Centre for Advanced Technology (CAT) Foundation (DK).

          The Nomination & Compensation Committee

          The Nomination & Compensation Committee supports the Board of Directors in overall staff-related topics, including assessments of remuneration.

          In 2016, the Committee held four meetings (activities in 2016).

          Members of the Committee

          Vestas - Bert Nordberg

          Bert Nordberg

          Chairman of the Board of Directors

          Bert Nordberg

          Born: 23 March 1956
          Nationality: Swedish
          Resident: Sweden
          Position: Director

          Position with Vestas Wind Systems A/S
          Chairman of the company’s Board of Directors since 2012. Elected to the Board of Directors in March 2012 and re-elected for subsequent terms, most recently in 2017. Term of office expires in 2018.

          Designated by the Board of Directors as chairman of the Nomination & Compensation Committee.

          Mr Nordberg meets the definition of independence as set out by the Danish Corporate Governance Committee.

          Shareholding
          Vestas shareholding as per 29 August 2017: 10,000 shares. The mentioned number of shares includes own and related parties’ total shareholding.

           

          Download pdf

          Special competencies
          Mr Nordberg has the following competencies which specifically are essential to the work of the Board of Directors of Vestas Wind Systems A/S: Special competence in restructuring, services and infrastructure business; several years of international business experience; development market knowledge.

          Fiduciary positions
          Member of the boards of: AB Electrolux (SE), Essity AB (SE), Saab Group AB (SE), and Svenska Cellulosa Aktiebolaget SCA (SE).

          Henrik Andersen

          Member of the Board of Directors

          Henrik Andersen

          Born: 31 December 1967
          Nationality: Danish
          Resident: Denmark
          Position: Group President & CEO of Hempel A/S (DK) 2016 -.

          Position with Vestas Wind Systems A/S
          Elected to the Board of Directors in March 2013 and re-elected for subsequent terms, most recently in 2017. Term of office expires in 2018.

          Designated by the Board of Directors as chairman of the Audit Committee and fulfills the demand for qualifications within financial accounting as set out in the Danish Auditors' Act. Elected by the Board of Directors as a member of the Nomination & Compensations Committee.

          Mr. Andersen meets the definition of independence as set out by the Danish Corporate Governance Committee and the definition of independence of audit committee members as set out in the Danish Auditors' Act.

          Shareholding
          Vestas shareholding as per 28 November 2017: 10,450. The mentioned number of shares includes both own and related parties’ total shareholding.

           

          Download pdf

          Special competencies
          Mr Andersen has the following competencies which specifically are essential to the work of the Board of Directors of Vestas Wind Systems A/S: In-depth knowledge of accounting, finance and capital markets, international business experience including restructuring and strategic management of international companies.

          Fiduciary positions
          Member of the board of Maj Invest Holding A/S (DK).

          Positions of trust
          Member of The investment committee of Maj Invest Equity 4 K/S (DK).

          Vestas - Lars Josefsson

          Lars Josefsson

          Deputy Chairman of the Board of Directors

          Born: 31 May 1953
          Nationality: Swedish
          Resident: Sweden
          Position: Independent consultant

          Position with Vestas Wind Systems A/S

          Deputy Chairman of the company’s Board of Directors since 2012. Elected to the Board of Directors in March 2012 and re-elected for subsequent terms, most recently in 2017. Term of office expires in 2018.

          Designated by the Board of Directors as chairman of the Technology & Manufacturing Committee and member of the Nomination & Compensation Committee.

          Mr Josefsson meets the definition of independence as set out by the Danish Corporate Governance Committee.

          Shareholding

          Vestas shareholding as per 31 December 2016: 2,500 shares.

           

          Download pdf

          Special competencies
          Mr Josefsson has the following competencies which specifically are essential to the work of the Board of Directors of Vestas Wind Systems A/S: In-depth knowledge of managing international companies including research and development, technology and production.

          Fiduciary positions

          Chairman of the Boards of Driconeq AB (SE), Ouman Oy (FI), and TimeZynk AB (SE).

          Member of the Boards of Holmen AB (SE) and Metso Oyj (FI).

           

          Lykke Friis

          Member of the Board of Directors

          Lykke Friis

          Born: 27 October 1969
          Nationality: Danish
          Resident: Denmark
          Position: Prorector for Education, University of Copenhagen (DK) 2012-.

          Position with Vestas Wind Systems A/S
          Elected to the Board of Directors in March 2014 and re-elected for subsequent tearms, most recently in 2017. Term of office expires in 2018.

          Elected by the Board of Directors as a member of the Nomination & Compensations Committee.

          Ms Friis meets the definition of independence as set out by the Danish Corporate Governance Committee.

          Shareholding
          Vestas shareholding as per 31 December 2016: 2,305 shares. The mentioned number of shares includes related parties’ total shareholding.

           

          Download pdf

           

          Special competencies
          Ms Friis has the following competencies which specifically will be essential to the work of the Board of Directors of Vestas Wind Systems A/S: In-depth knowledge of international energy policy and European Union regulation. Furthermore, experience from public affairs and managing research and development.

          Fiduciary positions
          Member of the boards of European Council of Foreign Relations (UK), Rockwool Foundation, and VELUX A/S (DK).

          Member of the European Commission's high level Group on Horizon 2020 (EU).

          Positions of trust
          Chairman of the Danish Foreign Policy Society (DK). President of the Danish Cancer Society (DK). Member of The Danish-German Chamber of -Commerce (DK).

          The Technology & Manufacturing Committee

          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.

          In 2016, the Committee held four committee meetings (activities in 2016).

          Members of the Committee

          Vestas - Lars Josefsson

          Lars Josefsson

          Deputy Chairman of the Board of Directors

          Born: 31 May 1953
          Nationality: Swedish
          Resident: Sweden
          Position: Independent consultant

          Position with Vestas Wind Systems A/S

          Deputy Chairman of the company’s Board of Directors since 2012. Elected to the Board of Directors in March 2012 and re-elected for subsequent terms, most recently in 2017. Term of office expires in 2018.

          Designated by the Board of Directors as chairman of the Technology & Manufacturing Committee and member of the Nomination & Compensation Committee.

          Mr Josefsson meets the definition of independence as set out by the Danish Corporate Governance Committee.

          Shareholding

          Vestas shareholding as per 31 December 2016: 2,500 shares.

           

          Download pdf

          Special competencies
          Mr Josefsson has the following competencies which specifically are essential to the work of the Board of Directors of Vestas Wind Systems A/S: In-depth knowledge of managing international companies including research and development, technology and production.

          Fiduciary positions

          Chairman of the Boards of Driconeq AB (SE), Ouman Oy (FI), and TimeZynk AB (SE).

          Member of the Boards of Holmen AB (SE) and Metso Oyj (FI).

           
          Vestas - Eija Pitkänen

          Eija Pitkänen

          Member of the Board of Directors

          Born: 23 April 1961
          Nationality: Finnish
          Resident: Finland
          Position: Sustainability, Ethics & Compliance Officer, Risk Officer, Telia (FI).

          Position with Vestas Wind Systems A/S

          Elected to the Board of Directors in March 2012 and re-elected for subsequent terms, most recently in 2017. Term of office expires in 2018.

          Elected by the Board of Directors as a member of the Technology & Manufacturing Committee.

          Mrs Pitkänen meets the definition of independence as set out by the Danish Corporate Governance Committee.

          Shareholding

          Vestas shareholding as per 31 December 2016: 1,250 shares. The mentioned number of shares includes both own and related parties’ total shareholding.

           

          Download pdf

          Special competencies

          Mrs Pitkänen has the following special competencies which specifically are essential to the work of the Board of Directors of Vestas Wind Systems A/S: Extensive international experience in developing and executing global sustainability strategy as part of business in several international companies.

          Positions of trust

          Member of the board of: Finnish Refugee Council (FI).

          Vestas - Carsten Bjerg

          Carsten Bjerg

          Member of the Board of Directors

          Carsten Bjerg

          Born: 12 November 1959
          Nationality: Danish
          Resident: Denmark
          Position: Director

          Position with Vestas Wind Systems A/S
          Elected to the Board of Directors in March 2011 and re-elected for subsequent terms, most recently in 2017. Term of office expires in 2018.

          Elected by the Board of Directors as a member of the Technology & Manufacturing Committee and the Audit Committee.

          Mr Bjerg meets the definition of independence as set out by the Danish Corporate Governance Committee.

          Shareholding
          Vestas shareholding as per 31 December 2016: 4,019 shares.

          Download pdf

          Special competencies
          Mr Bjerg has the following competencies which specifically are essential to the work of the Board of Directors of Vestas Wind Systems A/S: In-depth knowledge of managing an international group including thorough knowledge of R&D, manufacturing, and strategic management.

          Fiduciary positions
          Chairman of the boards of PCH Engineering A/S (DK), Ellegaard A/S (DK), and Guldager A/S (DK).

          Deputy chairman of the boards of Højgaard Holding A/S (DK) and Rockwool International A/S (DK).

          Member of the boards of Agrometer A/S (DK), MT Højgaard A/S (DK), and Nissens A/S (DK).

          Kim Hvid Thomsen

          Member of the Board of Directors

          Kim Hvid Thomsen

          Born: 8 August 1963
          Nationality: Danish
          Resident: Denmark
          Position: HR Business Partner, People & Culture, Vestas Wind Systems A/S (DK) 2015-.

          Position with Vestas Wind Systems A/S
          Elected by Group employees. Member of the Board of Directors since May 1996 and re-elected for subsequent terms, most recently in 2016. Term of office expires in 2020.

          Elected by the Board of Directors as a member of the Technology & Manufacturing Committee.

          Shareholding
          Vestas shareholding as per 5 May 2017: 3,710 shares. The mentioned number of shares includes both own and related parties’ total shareholding.

           

          Download pdf

          Special competencies
          Mr Thomsen has the following competencies which specifically are essential to the work of the Board of Directors of Vestas Wind Systems A/S: In-depth knowledge of production processes and human resources, etc. of the Vestas Group.

           

          Executive Management

          The Executive Management is responsible for the day-to-day management of the company, observing the guidelines and recommendations issued by the Board of Directors.

          The Executive Management is responsible for presenting proposals for the company’s overall objective, strategies and action plans as well as proposals for the overall operating, investment, financing and liquidity budgets to the Board of Directors.

            Close

            Profile of the members of the Executive Management

            Anders Runevad

            Group President & CEO

            Born: 16 March 1960
            Nationality: Swedish
            Resident: Sweden
            Position: Group President & CEO, Vestas Wind Systems A/S (2013-) 

            Shareholding

            Vestas shareholding as per 11 May 2017: 8,023 shares.

            Competencies

            Education:
            1985-1989 MBA studies, University of Lund (SE)
            1980-1984 Master of Science in Electrical Engineering, University of Lund (SE)

            Former positions:
            2010-2013 President Region West & Central Europe, Ericsson (UK)
            2006-2010 Executive Vice President, Sony Ericsson (UK)
            2004-2006 President, Ericsson Brazil (BR)
            2000-2004 Vice President, Sales and Marketing, Business unit Network, Ericsson AB (SE)
            1996-2000 President, Ericsson Singapore (SG)
            1991-1996 Product Manager / Director Product Management, Ericsson Group (SE)
            1989-1991 Product Manager, Ericsson-General Electric USA (USA)
            1985-1989 Various positions at Ericsson Group (SE)

            Fiduciary positions

            Deputy chairman of the board of: MHI Vestas Offshore Wind A/S (DK).

            Member of the board of: Nilfisk Holding A/S (DK).

            Positions of trust

            Member of: The General Council of the Confederation of Danish Industries (DK) and The Industrial Policy Committee of the Confederation of Danish Industries (DK).

            Vestas - Anders Vedel

            Anders Vedel

            Executive Vice President & CTO

            Born: 6 March 1957
            Nationality: Danish
            Resident: Denmark
            Postition: Executive Vice President & CTO, Vestas Wind Systems A/S (DK) 2012-.

            Position in Vestas Wind Systems A/S

            Member of the Executive Management since February 2012.

            Shareholding

            Vestas shareholding as per 5 May 2017: 26,347 shares. The mentioned number of shares includes both own and related parties’ total shareholding.

            Competencies

            Education:
            2008 Business Program at IMD (International Institute for Management Development) (CH)
            2002 Scandinavian International Management Institute (DK)
            1991-1995 Mechanical Engineer at Ingeniørhøjskolen Horsens (DK)

            Former positions:
            2011-2012 Managing Director, Vestas Technology R&D, Vestas Technology R&D Chennai Pte. Ltd. (IN)
            2007-2012 Senior Vice President, Vestas Technology R&D, Vestas Wind Systems A/S (DK)
            2006-2007 Vice President of CIM, Vestas Technology R&D, Vestas Wind Systems A/S (DK)
            2005-2006 Vice President of Operations, Vestas-Americas Wind Technology Inc. (USA)
            2004-2005 Vice President of Service Northern Europe, Vestas Northern Europe AB (SE)
            2003-2004 Service Manager, Vestas International Wind Technology A/S (DK)
            2000-2002 Technical Director, IWT – Italian Wind Technology S.r.l.(IT)
            1995-2000 Various positions at Vestas Wind Systems A/S (DK)

            Fiduciary positions

            Member of the board of: Hvide Sande Harbour (DK) and MHI Vestas Offshore Wind A/S (DK).

            Jean-Marc Lechêne

            Executive Vice President & COO

            Born: 29 October 1958
            Nationality: French
            Resident: Denmark
            Position: Executive Vice President & COO, Vestas Wind Systems A/S (DK) 2012-.

            Position in Vestas Wind Systems A/S

            Member of the Executive Management since July 2012.

            Shareholding

            Vestas shareholding as per 28 November 2017: 23,382 shares.

            Competencies

            Education:
            1988 MBA, INSEAD, Fontainebleau (FR)
            1981 Master Degree in Engineering, École des Mines de Paris (FR)

            Former positions:
            2011-2012 President, Lechêne Consulting (FR)
            2008-2011 Executive Vice President, Truck Tires Europe, Michelin (FR)
            2002-2008 Executive Vice President & President, Cement Operations North America (USA)
            2000-2001 Senior Vice President & President, Canadian Cement Operations, Lafarge (CA)
            1996-2000 Executive Vice President, China Cement Operations, Lafarge (CN)
            1993-1996 Senior Vice President, Cement Strategy, Lafarge S.A. (FR)
            1988-1993 Senior Manager, Manager and Associate, McKinsey & Co (FR)
            1986-1987 Deputy Technical Director, Dassault Systemes S.A. (FR)
            1984-1986 Technical Sales Engineer, Dassault Systemes S.A. (FR)

            Fiduciary positions:
            Member of the board of: Norican A/S (DK)

            Juan Araluce

            Executive Vice President & CSO

            Born: 17 January 1963
            Nationality: Spanish
            Resident: Denmark
            Position: Executive Vice President & CSO, Vestas Wind Systems A/S (DK) 2012–.

            Position in Vestas Wind Systems A/S

            Member of the Executive Management since February 2012.

            Shareholding

            Vestas shareholding as per 9 May 2017: 37,318. The mentioned number of shares includes related parties’ total shareholding.

            Competencies

            Education:
            2003-2004 Advanced Management Program, IESE, Barcelona (ES) and Sales and Marketing Leadership Program, Kellogg School, Chicago (USA)
            1992-1995 Doctorate level courses in Economics, ICADE, Madrid (ES)
            1988 Degree in Economics and Business Administration, Universidad Complutense de Madrid (ES)

            Former positions:
            2007-2012 President, Vestas Mediterranean, Vestas Eólica SAU (ES)
            2004-2007 Gas Performance Unit Leader Spain, BP Group, Gas, Power and Renewables Europe and Africa Business Unit (ES)
            2001-2003 Business Development Director, BP Group, Power and Renewables Europe and Africa Business Unit (ES)
            1999-2001 Sales Director, BP Group, Gas and Power Business Spain, Power and Renewables Europe and Africa Business Unit (ES)
            1995-1999 National Business Development and Distributors Network Director, Consumer Industry Division, BP Oil Spain (ES)
            1993-1995 Planning, Administration, and Systems Development Director/Retail SAP Implementation Director, Retails Division, BP Oil Spain (ES)
            1992-1993 Temporary Assignment, Polygon Retailing Ltd., (GB)
            1991-1992 Global Customers Service Director, Oil Marketing Unit, BP Oil International (GB)
            1989-1991 Retail Network Development Manager, BP Med. (ES)
            1988-1989 Business Analyst, Retail Division, BP Spain (ES)
            1987-1988 Financial Controller, Yago Group (ES and USA)

            Fiduciary positions

            Member of the board of: MHI Vestas Offshore Wind A/S (DK).

            Marika Fredriksson

            Executive Vice President & CFO

            Born: 2 November 1963
            Nationality: Swedish
            Resident: Denmark
            Position: Executive Vice President & CFO, Vestas Wind Systems A/S (DK) 2013-

            Position in Vestas Wind Systems A/S

            Member of the Executive Management since May 2013.

            Shareholding

            Vestas shareholding as per 5 May 2017: 5,541 shares.

            Competencies

            Education:
            1982-1987 Masters’ degree, Swedish School of Economics (FI)

            Former positions:
            2009-2012 Senior Vice President & CFO, Gambro AB (SE)
            2008-2009 Senior Vice President Finance & CFO, Autoliv, Inc. (SE)
            2005-2008 Senior Vice President & CFO, Volvo Construction Equipment (BE)
            2001-2005 Senior Vice President & CFO, Volvo Construction Equipment International AB (SE)
            1996-2001 Finance Director, Volvo Construction Equipment International AB (SE)
            1995 Management Consultant, Vilnius Stiklas UAB (LT)
            1991-1994 Managing Director, Cafir Trade AB (SE)
            1988-1990 Area Manager – Analysis, Svenska Handelsbanken AB (SE)

            Fiduciary positions

            Member of the boards of Sandvik AB (SE) and SSAB (SE).

            Positions of trust

            Chairman of SSAB's audit committee (SE).

            Remuneration

            Members of the Executive Management receive a competitive remuneration package consisting of:

            • fixed salary,
            • cash bonus,
            • share-based incentives and
            • personal benefits.

            Fixed salary

            Fixed salary is based on market level to attract and retain executives with the required competencies.

            Cash bonus

            The bonus scheme is based on target achievement of a number of parameters, including financial key performance indicators like EBIT and cash flow as well as any other targets approved by the Board of Directors.

            Share-based incentives

            The focus of the share-based programme is to retain and create long-termshareholder value and is based on targets defined by the Board of Directors.

            Trading with Vestas financial instruments

            The members of the Executive Management are registered on Vestas Global Insider List. As a general rule, these persons may therefore only trade in Vestas financial instruments during a four-week period following the disclosure of the annual report, interim financial reports or other financial announcements, ref. the company’s internal rules. 

            Notwithstanding that the “trading window” is open after disclosure of a financial report, no trading in Vestas financial instruments may be made if, at the time of the transaction, the person in question has inside information which may be of importance to the transaction. 

             
            Trade date Name Title Nature of the
            transaction
            Number of
            securities traded*)
            08.02.2017  Jean-Marc Lechêne Executive Vice President & COO  Granted performance shares  12,906
            08.02.2017  Anders Runevad  Group President & CEO Granted performance shares  26,299
            08.02.2017  Anders Vedel  Execuitve Vice President & CTO  Granted performance shares  12,906
            08.02.2017  Marika Fredriksson  Execuitve Vice President & CFO  Granted performance shares 12,906
            08.02.2017  Juan Araluce  Execuitve Vice President & CSO  Granted performance shares  12,906  
            09.02.2017  Anders Runevad Group President & CEO Sale 14,728
            09.02.2017  Marika Fredriksson Executive Vice President & CFO Sale 7,228
            15.02.2017  Jean-Marc Lechêne  Executive Vice Presiden & COO  Sale  3,500
            05.05.2017  Anders Vedel  Executive Vice President & COO  Sale  3,500
            05.05.2017  Marika Fredriksson Executive Vice President & CFO Sale  18,264
            05.05.2017  Juan Araluce  Execuitve Vice President & CSO  Sale  10,691  
            09.05.2017  Juan Araluce  Executive Vice President & CSO  Sale  31,250
            11.05.2017  Jean-Marc Lechêne  Executive Vice President & COO  Sale  7,500
            11.05.2017  Anders Runevad  Group President & CEO Sale  15,000  
            15.05.2017  Jean-Marc Lechêne  Executive Vice President & COO  Sale 7,500
            28.11.2017  Jean-Marc Lechêne  Executive Vice President & COO  Sale 22,232  
            28.11.2017  Jean-Marc Lechêne  Executive Vice President & COO  Purchase  22,232  

            *) The number of shares includes both own and related parties' share trading.

            Overview of tradings from 2014-2016 (pdf).

             

            Governance principles

            What is corporate governance for Vestas?

            To Vestas’ Board of Directors corporate governance is not just a set of rules but a constant process. Consequently, the Board of Directors continuously addresses the guidelines and processes for the overall management of the Vestas Group. This ensures that the management at any time is able to solve its managerial tasks professionally and in due consideration of applicable law, practices and recommendations. 

            Clear guidelines provide true and fair view

            The evaluation of the guidelines and processes includes a review of the company’s business model, strategy, business processes, goals, organisation, capital position, stakeholder relations and risks as well as exercise of the necessary control. 

            The Board of Directors finds that clear guidelines on how to manage and communicate at Vestas help provide a true and fair view of the Group to the world. A clear and well-considered management and communications strategy is of special importance in light of the challenges Vestas faces in a market characterised by fierce competition, expected consolidation and ever-increasing quality requirements.

              Close

              Profitable Growth for Vestas

              To be the global leader in sustainable energy solutions, Vestas need to do more in all parts of the business. Looking ahead to 2020, three key themes shape Vestas’ approach across the Group: 

              • Raising the bar – Vestas will set even higher, more ambitious targets to push ourselves to stay ahead of competition. 
              • Refining initiatives – Re-scoping or expanding Vestas’ strategic initiatives to reflect new market realities. 
              • Accelerating execution – Accelerating execution of new and existing initiatives to deliver on higher targets.


              The 2017-2020 strategy provides Vestas with an attractive financial outlook towards 2020. In addition, Vestas continues to explore opportunities to accelerate growth and develop the company further. 

              Vestas’ strategy revolves around four core objectives: 

              • Global leader in the wind power plant solutions market 
              • Global leader in the service solutions market 
              • Lowest cost of energy solutions 
              • Best-in-class global operations. 


              Read more ...

              Vision and mission

              Vestas’ vision and mission serve as important beacons for uniting all Vestas’ key stakeholders, most importantly its employees, setting a clear purpose and direction for where the company is heading and how the employees can support that journey. 

              Vision

              To be the global leader in sustainable energy solutions, meaning: 

              • Lowest cost of energy solutions 
              • Preferred partner 
              • Leader in revenue 
              • Best-in-class margins 

               

              Mission

              To deliver best-in-class energy solutions to the benefit of Vestas’ customers and the planet.

              Code of Conduct

              As Vestas gradually grows bigger and bigger with employees and business partners with widely different cultural backgrounds, religious beliefs, and political convictions, it is becoming more and more important to have a formal set of common values. 

              The purpose of Vestas’ Code of Conduct is to ensure that all employees and other persons acting on behalf of Vestas know what correct Vestas behaviour is. Vestas’ Code of Conduct sets the framework for the work of supporting the principles of the UN Global Compact. Vestas will endeavour to ensure that its business partners also respect these principles.

              Vestas' Code of Conduct

              We act with integrity

              At Vestas, we act with integrity in everything we do. This means making the right decisions when faced with difficult situations, and ensuring that our actions match our values of Accountability, Collaboration and Simplicity. For us, a global company of more than 22,000 employees operating in over 34 countries, our Code of Conduct embodies this commitment and is supported by top management.

              Risk management

              The Group is exposed to a variety of risks in the daily business. Vestas works actively to ensure that such risks are understood, monitored and, to the extent possible, mitigated to ensure that they do not adversely impact the realisation of Vestas’ strategic and financial targets. 

              In order for the Group to take risk-adjusted decisions, Vestas has integrated a group-wide enterprise risk management framework. This framework focuses on identification, evaluation, treatment, monitoring, and communication of risks, where risk owners are responsible for managing risks within their area of responsibility. 

              Group risk management

              All parts of the organisation report relevant risks on a quarterly basis. A selection of these are discussed in the Group Risk Management Committee and mitigation activities are evaluated for potential implementation. The Group Risk Management Committee is chaired by Marika Fredriksson, Executive Vice President & CFO and includes other senior management members from relevant parts of the business. 

              On a semi-annual basis, the Executive Management as well as the Board of Directors review key risks. These reviews are based on the ongoing work in the Group Risk Management Committee and focus on the main risks of the Group. 

              Financial risks, including risks related to currency, interest rate, tax, credit, and commodity exposures are addressed in the consolidated financial statements. These risks are also reported to the Board of Directors and evaluated by the Audit Committee.

              Financial reporting risk

              Based on Vestas’ risk management policy, the Global Finance function prepares a description of the financial key risks relating to financial reporting and measures taken to control such risks. Global Finance works actively with anchoring financial risk management throughout the organisation, including ensuring systematic identification and management of all relevant risks relating to financial reporting. 

              As part of the risk assessment, Vestas’ Board of Directors and Executive Management annually assess the risk of fraud and the measures to be taken to reduce and/or eliminate such risks, including assessing any possibility of the general management overriding controls and affecting the financial reporting. 

              Vestas financial report

              Control activities

              Global Finance is responsible for the implementation and monitoring of Vestas’ global financial processes. This helps to ensure a uniform design and structure of the Group’s internal controls. The objective of the Group’s control activities is to ensure compliance with the targets, policies, manuals, procedures, etc. defined by the Executive Management. 

              Furthermore, the activities must help ensure that any errors, deviations, and shortcomings are prevented, discovered, and rectified.

              Vestas continuously adjusts and implements global financial processes and controls for all units and functions aimed at further mitigating the risk of incorrect financial reporting. 

              Information and communication

              Vestas’ policies, adopted by the Board of Directors, lay down, among other things, overall requirements on financial reporting and external financial reporting in accordance with current legislation and applicable regulations. 

               The information systems are designed to identify, collect, and communicate relevant information, reports, etc. on an ongoing basis and on all levels to facilitate an effective, reliable workflow and the performance of controls. This is done in due consideration of the confidentiality required in a listed company.

              Financial management

              In connection with financial management it is the Group’s objective to create the necessary stability to implement strategic development work while in the long term achieving a competitive return for the company’s shareholders. At the same time, the Group has the objective of reducing cost of capital. 

              The Group’s main possible methods of maintaining or changing its capital structure are: 

              • adjustment of the dividends level; 
              • share buy-backs; 
              • issuing of new shares; 
              • new borrowing; 
              • change of the level of funding from prepayments received; and 
              • credit granted by suppliers. 

               

              Read more

              Annual report 2016 
              Corporate strategy 
              Financial and capital structure strategy (pdf)


              Corporate documents

              In this section we have gathered various documents dealing with rules, regulations and governing principles, that are followed by Vestas Wind Systems A/S

              Statutory report on corporate governance

              “The purpose of corporate governance is to support value creation and accountable management, and thus to contribute to the long-term success of companies. These recommendations aim to ensure confidence in companies through the provision of timely information as well as transparency. The basic philosophy is that it should be attractive to invest in companies. Corporate governance inspiring economic value creation makes it easier for companies to acquire capital, which in turn reduces the costs of companies.”

              The Danish Committee on Corporate Governance


              Pursuant to the Danish Financial Statements Act section 107b and the rules of Nasdaq Copenhagen, listed companies must state their position to the Committee’s recommendations by using the “comply or explain” principle.

              Vestas’ position with regard to each individual recommendation is described in Vestas’ statutory reports. It is specified in the recommendations on corporate governance that it is just as legitimate to explain a deviation from a specific recommendation as to comply with the recommendation. The key issue is to create transparency in the corporate governance of the company.