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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 fairness, transparency and accountability."

Bert Nordberg, Chairman

Bert Nordberg

 

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 with due consideration to current legislation, 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, 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.

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 memberships 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

  • Vestas' share capital amounts to DKK 221,544,727.
  • The Vestas share is listed on Nasdaq Copenhagen.
  • The ticker symbol is VWS.
  • Vestas has one share class which is 100 per cent free float.

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

    Close

    Share capital distribution at 31 December 2015

    Number of shares

    %

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

    127,080,115
                84,680,950
    12,313,448

    57
                38
                5

    Total

    224,074,513

     

    143,982

    At the end of November 2016, Vestas had 143,982 registered shareholders, including custodian banks.

     

    96 %

    The registered shareholders held 96 percent of the company’s share capital.

    139,131

    At the end of November 2016, 139,131 Danish shareholders owned 36 percent of Vestas.

    Major shareholder

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

    Notification of significant shareholdings

    According to the Danish Companies Act, articles 55-56, anyone holding Vestas shares shall as soon as possible notify Vestas of such shareholdings when:

    - the voting rights attached to the shares represent not less than 5 per cent of the voting rights of the share capital, or the nominal value of the shares accounts for not less than 5 per cent 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 per cent 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. As soon as possible, and not later than three business days after receipt of the notification, Vestas will disclose a company announcement.

    Simultaneously with notifying Vestas, the shareholder must also report the shareholding to the Danish FSA.

    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 can only exercise many of their rights if their shares are registered by name. This applies for example to 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.

    Vestas' InvestorPortal

    Via the InvestorPortal, Vestas’ shareholders have online access to:

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

     

    Open the InvestorPortal to get additional information on how to log on by using NET-id or by setting up a special password (VP-user).

    Shareholder information

    Twice a year, in February and August, Vestas’ Shareholder Information is disclosed.

    The Shareholder Information includes a brief presentation of the company’s state of affairs, development potentials and an overview of the highlights for the relevant period.

    Shareholder information        No. 1/2016    No. 2/2016

    Shareholder information        No. 1/2015    No. 2/2015

    Shareholder information        No. 1/2014    No. 2/2014

    Shareholder information        No. 1/2013    No. 2/2013

    Shareholder information        No. 1/2012    No. 2/2012

    Shareholder information        No. 1/2011    No. 2/2011

    Shareholder information        No. 1/2010    No. 2/2010

    Shareholder information        No. 1/2009    No. 2/2009


    The 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 Danish legislation and the company’s articles of association. Shareholders may exercise their rights to make decisions in the company at the general meeting.

    The general meeting is held at least once a year and is convened by no more than five weeks’ notice and no less than three weeks’ notice counting from the date before the general meeting, ref. Article 4(4) of the articles of association.

    Attendance

    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.

    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.

      Close

      Electronic communication - register your email

      Vestas sends out the notices to convene for general meetings by email. It is important that you sign up for Vestas' email service, if you want to receive notices for future general meetings.

      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

      The Board’s general intention is to recommend a dividend of 25-30 per cent of the net result of the year. However, the paying out of dividends will always take into consideration the Group’s plans for growth and liquidity requirements.  

        2015**)
       2014**)

       2013*)

      2012*)

      2011*) 

      2010*) 

      Dividend per share (DKK) 

       6,82

       3.90

       0.00

      0.00

      0.00

      0.00

      *) 203,704,103 shares at the end of the year.
      **) 224,074,513 shares at the end of the year.

      Archives

      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 2016. Term of office expires in 2017.

        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 31 December 2015: 14,000 shares.

         

        Download pdf

        Special competencies
        Mr Nordberg has the following special 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
        Chairman of the board of: Imagination Technologies Group plc (UK).

        Member of the boards of: AB Electrolux (SE), Axis AB (SE), Skistar 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 2016. Term of office expires in 2017.

        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 9 November 2016: 2,500 shares.

         

        Download pdf

        Special competencies
        Mr Josefsson 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 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 2016. Term of office expires in 2017.

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

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

        Shareholding
        Vestas shareholding as per 31 December 2015: 4,019 shares.

        Download pdf

        Special competencies
        Mr Bjerg 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 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: 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 and Compliance Officer Sonera (SE) 2014-.

        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 2016. Term of office expires in 2017.

        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 2015: 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 2016. Term of office expires in 2017.

        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 9 November 2016: 7,000. The mentioned number of shares includes both own and related parties’ total shareholding.

         

        Download pdf 

        Special competencies
        Mr Andersen 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 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 2016. Term of office expires in 2017.

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

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

        Shareholding
        Vestas shareholding as per 30 August 2016: 5,000 shares.

         

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        Special competencies
        Mr Sténson has the following special 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 boards of: Braathens Regional AB (SE) and Stonghold Invest 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 31 December 2015: 5,810 shares. The mentioned number of shares includes both own and related parties’ total shareholding.

         

        Download pdf

        Special competencies
        Mr Thomsen 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.

         

        Peter Lindholst

        Member of the Board of Directors

        Peter Lindholst

        Born: 25 February 1971
        Nationality: Danish
        Resident: Denmark
        Position: Vice President, Concept Development, Technology & Service 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 30 March 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 2016. Term of office expires in 2017.

        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 1 September 2016: 2,305 shares. The mentioned number of shares includes related parties’ total shareholding.

         

        Download pdf

         

        Special competencies
        Ms Friis has the following special 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, European Institute of Innovation and Technology (EIT) (EU) and VELUX A/S (DK).

        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 31 December 2015: 3,300 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 relected in 2016. Term of office expires in 2017.

        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 31 December 2015: 5,500 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 – 30 March 2015, 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 2016. Term of office expires in 2017.

        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 31 December 2015: 14,000 shares.

         

        Download pdf

        Special competencies
        Mr Nordberg has the following special 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
        Chairman of the board of: Imagination Technologies Group plc (UK).

        Member of the boards of: AB Electrolux (SE), Axis AB (SE), Skistar 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 2016. Term of office expires in 2017.

        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 9 November 2016: 2,500 shares.

         

        Download pdf

        Special competencies
        Mr Josefsson 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 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.

        In general, all employees at Vestas are eligible as employee representatives if they; (i) have been employed with the company/the group for at least 12 consecutive months prior to the election; (ii) are not members of the Executive Management; and (iii) have their place of work within the EU/EEA.

        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 2012.

        Vestas Wind Systems A/S’ Board of Directors consisted of eight members elected by the shareholders. Therefore, the employees in Vestas Wind Systems A/S were entitled to and have chosen to elect two company representatives and the employees in Vestas Wind Systems A/S, Vestas Manufacturing A/S, Vestas Offshore A/S and Vestas Northern Europe A/S were entitled to and have chosen to elect two group representatives.

        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 31 December 2015: 3,300 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.

        Peter Lindholst

        Member of the Board of Directors

        Peter Lindholst

        Born: 25 February 1971
        Nationality: Danish
        Resident: Denmark
        Position: Vice President, Concept Development, Technology & Service 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 30 March 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 31 December 2015: 5,810 shares. The mentioned number of shares includes both own and related parties’ total shareholding.

         

        Download pdf

        Special competencies
        Mr Thomsen 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.

         

        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).

        Holdings of Vestas shares

        The Board of Directors' trade with the Vestas share

        The members of Vestas’ Board of Directors are registered on the Vestas insider list. As a general rule, these persons may only trade in Vestas shares 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 shares 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.

        A list of the Board of Directors' disclosed insider transactions made during the last five years - see Trading with Vestas shares.

        Trading with Vestas shares

        In accordance with Vestas' Internal Rules, the Board of Directors are obliged to notify any trading in the companies' securities to, among others, Vestas.

        Trade date Name Title Nature of the
        transaction
        Number of
        securities*
        Market price of traded
        securities
        05.02.2014 Carsten Bjerg Member of the Board of Directors Purchase

        2,188

        399,310

        05.02.2014  Knud Bjarne Hansen Member of the Board of Directors Purchase 

        550

        98,120

        05.02.2014  Sussie Dvinge Agerbo Member of the Board of Directors Purchase 

         300

         54,540

        05.02.2014  Henrik Andersen  Member of the Board of Directors Purchase 

        2,250

        401,973

        05.02.2014  Henry Sténson  Member of the Board of Directors Purchase 

         1,700

         307,020

        06.02.2014  Bert Nordberg  Chairman of the Board of Directors  Purchase 

         2,000

         370,600

        14.02.2014  Eija Pitkänen  Member of the Board of Directors  Purchase 

         250

         49,500

        28.08.2014  Bert Nordberg Chairman of the Board of Directors Purchase

         2,000

         485,174

        02.09.2014 Henrik Andersen Member of the Board of Directors Purchase

        1,000

         237,300

        09.09.2014 Kim Hvid Thomsen Member of the Board of Directors  Purchase 

         425

        98,643

        19.11.2014 Eija Pitkänen  Member of the Board of Directors  Purchase

         150

         34,755

        20.11.2014  Eija Pitkänen  Member of the Board of Directors  Purchase 

         250

         58,100

        06.03.2015  Kim Bredo Rahbek Member of the Board of Directors  Exercise of share options**

         1,106

        203,570

        06.03.2015  Kim Bredo Rahbek  Member of the Board of Directors Sale

        1,106

        309,901

        21.08.2015  Eija Pitkänen  Member of the Board of Directors  Purchase 

        100

         35,110

        15.09.2015  Kim Bredo Rahbek  Member of the Board of Directors Exercise of share options** 

         1,005

         319,289

        15.09.2015  Kim Bredo Rahbek  Member of the Board of Directors  Sale

        1,005

         352,856

        11.11.2015 Lykke Friis  Member of the Board of Directors Purchase

         446

         188,357

        09.02.2016  Henrik Andersen  Member of the Board of Directors  Purchase

        1,500

        579,926

        09.02.2016 Kim Bredo Rahbek  Member of the Board of Directors  Granted performance shares**

        497

         214,108

        01.03.2016  Kim Bredo Rahbek  Member of the Board of Directors  Exercise of share options** 

         1,106

         513,958

        01.03.2016  Kim Bredo Rahbek  Member of the Board of Directors  Sale 

         1,106

         522,716

        30.08.2016  Henry Sténson  Member of the Board of Directors  Sale 

         5,000

        2,771,250

        01.09.2016  Lykke Friis  Member of the Board of Directors  Purchase

        594

        332,046

        09.11.2016  Henrik Andersen  Member of the Board of Directors Purchase

        1,000

        435,000

        09.11.2016  Lars Josefsson  Member of the Board of Directors  Purchase 

        500

        214,270

        *) The number of shares includes both own and related parties' share trading. 
        **) Employee elected members of the Board of Directors participate in incentive programmes on equal terms with other Vestas employees.

        No trading has taken place in 2012 and 2013.

        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.

          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 2015, the Audit Committee held seven committee meetings.

          Evaluation of the members of the audit 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.

          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 2016. Term of office expires in 2017.

          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 9 November 2016: 7,000. The mentioned number of shares includes both own and related parties’ total shareholding.

           

          Download pdf 

          Special competencies
          Mr Andersen 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 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 2016. Term of office expires in 2017.

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

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

          Shareholding
          Vestas shareholding as per 31 December 2015: 4,019 shares.

          Download pdf

          Special competencies
          Mr Bjerg 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 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: MT Højgaard A/S (DK) and Nissens A/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 2016. Term of office expires in 2017.

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

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

          Shareholding
          Vestas shareholding as per 30 August 2016: 5,000 shares.

           

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          Special competencies
          Mr Sténson has the following special 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 boards of: Braathens Regional AB (SE) and Stonghold Invest AB (SE).

           

           

          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 relected in 2016. Term of office expires in 2017.

          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 31 December 2015: 5,500 shares.

           

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          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 2015, the Nomination & Compensation Committee held four meetings.

          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 2016. Term of office expires in 2017.

          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 31 December 2015: 14,000 shares.

           

          Download pdf

          Special competencies
          Mr Nordberg has the following special 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
          Chairman of the board of: Imagination Technologies Group plc (UK).

          Member of the boards of: AB Electrolux (SE), Axis AB (SE), Skistar 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 2016. Term of office expires in 2017.

          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 9 November 2016: 7,000. The mentioned number of shares includes both own and related parties’ total shareholding.

           

          Download pdf 

          Special competencies
          Mr Andersen 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 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 2016. Term of office expires in 2017.

          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 9 November 2016: 2,500 shares.

           

          Download pdf

          Special competencies
          Mr Josefsson 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 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 2016. Term of office expires in 2017.

          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 1 September 2016: 2,305 shares. The mentioned number of shares includes related parties’ total shareholding.

           

          Download pdf

           

          Special competencies
          Ms Friis has the following special 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, European Institute of Innovation and Technology (EIT) (EU) and VELUX A/S (DK).

          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 2015, the Technology & Manufacturing Committee held four committee meetings.

          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 2016. Term of office expires in 2017.

          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 9 November 2016: 2,500 shares.

           

          Download pdf

          Special competencies
          Mr Josefsson 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 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 and Compliance Officer Sonera (SE) 2014-.

          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 2016. Term of office expires in 2017.

          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 2015: 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 2016. Term of office expires in 2017.

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

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

          Shareholding
          Vestas shareholding as per 31 December 2015: 4,019 shares.

          Download pdf

          Special competencies
          Mr Bjerg 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 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: 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 31 December 2015: 5,810 shares. The mentioned number of shares includes both own and related parties’ total shareholding.

           

          Download pdf

          Special competencies
          Mr Thomsen 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.

           

          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 24 February 2016: 11,452 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: NKT 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: Exectuive 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 7 March 2016: 16,941 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 1 March 2016: 27,696 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 8 September 2016: 66,353. 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 9 February 2016: 18,127 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: SSAB (SE) and ÅF AB (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.

            Holdings of Vestas shares

            The Executive Management's trade with the Vestas share

            The members of the Executive Management are registered on the Vestas insider list. As a general rule, these persons may only trade in Vestas shares 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 shares 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.

            A list of the Executive Management’s disclosed insider transactions made during the last five years - see Trading with Vestas shares.

            Trading with Vestas shares

            In accordance with Vestas' internal rules the members of the Executive Management are obliged to notify any trading in the company’s securities to, among others, Vestas. 

            Trade date Name Title Nature of the
            transaction
            Number of
            securities traded*)
            Value of traded
            securities (DKK)
            05.02.2014 Anders Erik Runevad Group President & CEO Purchase

             5,000

            891,500

            05.02.2014 Marika Fredriksson  Executive Vice President & CFO Purchase 

            5,500

            1,007,742

            05.02.2014 Anders Vedel  Executive Vice President & CTO Purchase

             2,800

            497,560

            27.02.2014  Jean-Marc Lechêne Executive Vice president & COO  Purchase

             2,000

             386,400

            09.05.2014  Anders Vedel  Executive Vice President & CTO  Purchase 

             1,000

             263,000

            01.09.2014 Juan Araluce  Executive Vice President & CSO Purchase

            12,602

            2,987,934

            20.08.2015 Anders Vedel  Executive Vice President & CTO  Exercised share options 

             3,997

             1,269,847

            20.08.2015  Anders Vedel  Executive Vice President & CTO  Sale 

            2,706

             1,019,864

            20.08.2015  Anders Vedel  Executive Vice President & CTO  Sale 

             1,291

            487,430

            16.11.2015  Juan Araluce Executive Vice President & CSO Exercised share options

             11,748

             3,646,560

            16.11.2015 Juan Araluce Executive Vice President & CSO Sale

             11,748

             4,854,793

            09.02.2016  Anders Vedel  Executive Vice President & CTO Granted performance shares 

            18,938

             7,766,474

            09.02.2016  Anders Runevad  Group President & CEO  Granted performance shares 

             12,627

             5,178,333

            09.02.2016 Marika Fredriksson  Executive Vice President & CFO  Granted performance shares 

             12,627

             5,178,333

            09.02.2016  Jean-Marc Lechêne  Executive Vice president & COO  Granted performance shares 

             18,938

             7,766,474

            09.02.2016  Jean-Marc Lechêne  Executive Vice president & COO  Exercised share options 

             11,758

             4,821,956

            09.02.2016  Juan Araluce  Executive Vice President & CSO  Granted performance shares 

             18,938

             7,766,474

            24.02.2016  Anders Runevad  Group President & CEO  Sale 

             6,175

            2,810,181

            24.02.2016  Juan Araluce  Executive Vice President & CSO  Exercised share options 

             46,578

            20,866,944

            24.02.2016  Juan Araluce  Executive Vice President & CSO  Sale 

             9,854

             4,387,514

            01.03.2016  Jean-Marc Lecêhne  Executive Vice President & COO  Sale

             5,000

            2,355,000

            04.03.2016  Anders Vedel  Executive Vice President & CTO Exercised share options 

             14,823

            6,852,673

            04.03.2016 Anders Vedel  Executive Vice President & CTO  Sale

             2,912

             1,346,218

            04.03.2016  Anders Vedel  Executive Vice President & CTO  Sale 

            10,426

            4,833,418

            04.03.2016  Anders Vedel  Executive Vice President & CTO  Sale 

            1,485

             685,769

            04.03.2016 Anders Vedel  Executive Vice President & CTO Sale

            18,938

             8,760,339

            07.03.2016  Anders Vedel  Executive Vice President & CTO  Exercised share options

             12,000

            5,488,800

            02.05.2016  Juan Araluce  Executive Vice President & CSO  Purchase 

             6,589

             2,995,359

            19.08.2016  Anders Runevad Group President & CEO  Sale

            1,500

            810,000

            19.08.2016 Anders Runevad Group President & CEO Purchase

            1,500

             809,145

            08.09.2016  Juan Araluce  Executive Vice President & CSO  Sale 

            8,500

            4,808,960

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

            No trading has taken place in 2012 and 2013.

             


            Statutory report

            Corporate governance, defined as “the system used to lead and control a business”, is largely built into the requirements on boards laid down in the Danish Public Companies Act.

            The Board of Directors and the Executive Management of Vestas believe that corporate governance initiatives should be a constant process and address the principles of good corporate governance in an ongoing process with due consideration to current legislation, practice and recommendations. Such evaluation includes a review of the company’s business concept, business procedures, goals, organisation, capital position, stakeholder relations, risks and the exercise of control.

            Once a year the Board of Directors considers the recommendations for good corporate governance elaborated by the Danish Committee on Corporate Governance.

            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