This website uses cookies. The third part cookies used on this website are used to gather information about how people navigate the site. If you continue to use our website, you accept the use of cookies. Find out more about cookies used on vestas.com and how to delete them here. Cookie Policy

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

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 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 June 2019:

  • Vestas had 130,527 registered shareholders, including custodian banks. .
  • The registered shareholders held 97 percent of the company’s share capital.   

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. 

Electronic communication - register your email address
Convening notices for Vestas’ general meetings are sent by email. It is therefore important that shareholders sign up for Vestas' email service, if they want to receive convening notices for future general meetings. In the InvestorPortal, shareholders can subscribe to receive convening notices, annual reports, interim financial reports and other shareholder information by email.

    Close

    Share capital distribution at 31 December 2018

    Number of shares

    %

    Capital - International shareholders
    Capital - Danish shareholders
    Capital - Vestas Wind Systems A/S
    Capital - Shareholders not registered by name

    126 million
    61 million
    8 million
    10 million

    61
                30
    4
                             5

    Total

    206 million

     

    Major shareholder

    No shareholders currently hold 5 percent or more of the total share capital in Vestas

    Disclosure obligations of major shareholdings

    According to the EU Transparency Directive and the Danish Capital Markets Law, 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.

    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 the Company's 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 or to be represented by proxy, must notify the Company of their attendance no later than three days before the date of the relevant general meeting.

    Read more - Vestas' articles of association

    General meetings       
    03 April 2019  Convening

    Resolutions

    Minutes
    Votes cast
    03 April 2018  Convening  Resolutions Minutes
    07 April 2017  Convening  Resolutions
    Minutes 
    30 March 2016 Convening Resolutions  Minutes 
    30 March 2015  Convening  Resolutions  Minutes 

      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.

      InvestorPortal

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

      Vestas' InvestorPortal

      News Services

      Vestas' news service 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.

         2018

      2017

      2016

      2015

      2014

      Dividend per share (DKK) 

      7.44 

      9.23 

      9.71 

       6.82

       3.90


      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 2019, 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)  2017  2018
      Audit - PricewaterhouseCoopers  3 3
      Total audit  3 3
      Non-audit services (PricewaterhouseCoopers):
      Assurance engagements 
      Tax assistance 
      Other services

       0
      2
      1

       0
      1
      0
      Total non-audit services  3 1
      Total   6 4

      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 2018, audit and non-audit services provided by the Group auditors globally totalled EUR 4 million, of which 84 percent is audit related – the ratios have been calculated in accordance with guidelines prepared by certain proxy advisors. Excluding significant projects considered one-off in nature, audit related services accounted for 90 percent of audit and non-audit services provided by the Group auditors globally in 2018.

      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
          Close

          Profile of the members of the Board of Directors

          Bert Nordberg

          Chairman of the Board of Directors

          Bert Nordberg

          Born: 23 March 1956
          Nationality: Swedish
          Resident: Sweden
          Position: Professional board member

          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 2019. Term of office expires in 2020.

          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: 14,600 shares*. 

          * The mentioned number of shares includes own and related parties’ total shareholding.

          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
          Chairman of the boards of Sigma Connectivity AB (SE), and TDC A/S (DK).

          Member of the boards of Essity AB** (SE), Saab Group AB** (SE), and Svenska Cellulosa Aktiebolaget SCA** (SE).

          ** Company listed on a stock exchange.


          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 2019. Term of office expires in 2020.

          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: 3,500 shares.


          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 Ouman Oy (FI) and TimeZynk AB (SE).

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


          *) Company listed on a stock exchange.

           

          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)

          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 2019. Term of office expires in 2020.

          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: 12,700*. 


          * The mentioned number of shares includes both own and related parties’ total shareholding.

          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
          Chairman and member of the boards of several subsidiaries of the Hempel Group.

          Member of the board of H. Lundbeck A/S** (DK).

          Positions of trust
          Chairman of the audit committee of H. Lundbeck A/S** (DK).

          Member of The investment committee of Maj Invest Equity 4 & 5 K/S (DK).


          ** Company listed on a stock exchange.

          Carsten Bjerg

          Member of the Board of Directors

          Carsten Bjerg

          Born: 12 November 1959
          Nationality: Danish
          Resident: Denmark
          Position: Professional board member

          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 2019. Term of office expires in 2020.

          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: 4,019 shares.


          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 Hydrema Holding ApS (DK), Bogballe A/S (DK) and Bogballe Investment A/S (DK), Ellepot A/S (DK), Ellegaard Investment I A/S (DK) and Ellegaard Investment II A/S (DK), Guldager A/S (DK) and CapHold Guldager ApS (DK), Robco Engineering A/S (DK) and Robco Engineering Investment A/S (DK), Arminox A/S (DK) and Arminox Investment A/S (DK), Bjerringbro-Silkeborg EliteHåndbold A/S (DK) - and PCH Engineering A/S (DK) and PCH Investment A/S (DK).

          Deputy chairman of the board of Rockwool International A/S* (DK).

          Member of the boards of Agrometer A/S (DK), Agrometer Investment A/S (DK), Dansk Smede- og Maskinteknik A/S (DK) and IBP H ApS (DK) - and TCM Group A/S* (DK), TCM Group Investment ApS and TMK A/S (DK).


          * Company listed on a stock exchange.


          Jens Hesselberg Lund

          Member of the Board of Directors

          Jens Hesselberg Lund

          Born: 8 November 1969 
          Nationality: Danish
          Resident: Denmark
          Position: Group CFO, DSV A/S* (DK)

          Position with Vestas Wind Systems A/S
          Elected to the Board of Directors in March 2018 and relected in 2019. Term of office expires in 2020. 

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

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

          Shareholding
          Vestas shareholding: 4,000 shares.


          *) Company listed on a stock exchange.

          Special competencies
          Mr Lund has the following competencies which specifically is essential to the work of the Board of Directors of Vestas Wind Systems A/S: In-depth knowledge of accounting, finance and capital markets and management of an international and listed company.

          Fiduciary positions 
          Chairman of the boards of three subsidiaries of the DSV Group.

          Deputy chairman of five subsidiaries of the DSV Group.

          Position of trust
          Member of the board of The Danish Chamber of Commerce (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.

          Shareholding
          Vestas shareholding as per 31 December 2017: 3,710 shares. The mentioned number of shares includes both own and related parties’ total shareholding.

           


          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 at 8 May 2019: 570 shares.


          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 2017: 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 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.

          Eva Merete Søfelde Berneke

          Member of the Board of Directors

          Eva Merete Søfelde Berneke 
          Born: 22 April 1969
          Nationality: Danish
          Resident: Denmark
          Position: CEO, KMD A/S (DK) 

          Position with Vestas Wind Systems A/S
          Elected to the Board of Directors in April 2019. Term of office expires in 2020. 

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

          Shareholding 
          Vestas shareholding: 1,000 shares. 

          Special competencies 
          Ms Berneke has the following competencies which specifically is essential to the work of the Board of Directors of Vestas Wind Systems A/S: In-depth knowledge of corporate management including knowledge of strategy execution, management of a listed company, digitalisation, and IT.

          Fiduciary positions 
          Chairman of the board of Charlie Tango A/S (DK). 

          Deputy chairman of the board of Edlund A/S (DK). 

          Member of the boards of Danmarks Nationalbank (DK), KMD Venture A/S (DK), and LEGO A/S (DK). 

          Positions of trust
          Member of the board of Technical University of Denmark (DK).

          Bruce Grant

          Member of the Board of Directors

          Bruce Grant
          Born: 30 May 1959
          Nationality: American
          Resident: USA
          Position: Executive Chairman, Applied Value LLC (USA)

          Position with Vestas Wind Systems A/S
          Elected to the Board of Directors in April 2019. Term of office expires in 2020. 

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

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

          Shareholding
          Vestas shareholding: 0 shares. 

          Competencies
          Education
          1981-1984 PhD Cand. Industrial Management, Chalmers University of Technology (SE)
          1977-1981 MSc., Business Economics, University of Gothenburg (SE) 

          Former positions
          1995-1997 President, Arthur D. Little North America (USA)
          1993-1995 President, Arthur D. Little Scandinavia (SE) 

          Special competencies
          Mr Grant has the following competencies which specifically is essential to the work of the Board of Directors of Vestas Wind Systems A/S: In-depth knowledge of strategy and turn-around implementation in the renewable industry and large, global industrial companies. Expert on sourcing the steel market and in depth knowledge of the US market.

          Fiduciary positions 
          Chairman of the boards of Applied Invest LLC (USA), Applied VenCap LLC (USA), and Human Care Corporation (SE). 

          Deputy chairman of the board of CosmosID, Inc. (USA).  

          Member of the boards of RiverMeadow LLC (USA) and Swedish-American Chamber of Commerce, Inc. (USA). 

          Positions of trust
          Chairman of the board of Hand in Hand International (UK).

          Helle Thorning-Schmidt

          Helle Thorning-Schmidt 
          Born: 14 December 1966
          Nationality: Danish
          Resident: United Kingdom
          Position: CEO, Save the Children International (UK) 

          Position with Vestas Wind Systems A/S
          Elected to the Board of Directors in April 2019. Term of office expires in 2020. 

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

          Ms Thorning-Schmidt meets the definition of independence as set out by the Danish Corporate Governance Committee.  

          Shareholding
          Vestas shareholding: 0 shares. 

          Special competencies 
          Ms Thorning-Schmidt has the following competencies which specifically is essential to the work of the Board of Directors of Vestas Wind Systems A/S: In-depth knowledge of governmental affairs and political environments as well as strategic management of international and political organisations.

          Fiduciary positions 
          Member of the board of SafeLane Global Limited (UK). 

          Positions of trust
          Member of the boards of Algebris Research & Policy Forum (UK), European Council on Foreign Relations (DE), Schwab Foundation for Social Entrepreneurship (CH), and The Transform Foundation, Islamic Development Bank (SA).  

          Member of the advisory boards of 21st Century Council – The Bergguen Institute (USA), Council of Foreign Relations (USA), Every Woman Every Child (UN), and International Crisis Group (BE).

          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 31 December 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.

          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 at 8 May 2019: 570 shares.


          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 2017: 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.

          Shareholding
          Vestas shareholding as per 31 December 2017: 3,710 shares. The mentioned number of shares includes both own and related parties’ total shareholding.

           


          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.

           

          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 – 3 April 2019, 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.

          Bert Nordberg

          Chairman of the Board of Directors

          Bert Nordberg

          Born: 23 March 1956
          Nationality: Swedish
          Resident: Sweden
          Position: Professional board member

          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 2019. Term of office expires in 2020.

          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: 14,600 shares*. 

          * The mentioned number of shares includes own and related parties’ total shareholding.

          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
          Chairman of the boards of Sigma Connectivity AB (SE), and TDC A/S (DK).

          Member of the boards of Essity AB** (SE), Saab Group AB** (SE), and Svenska Cellulosa Aktiebolaget SCA** (SE).

          ** Company listed on a stock exchange.


          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 2019. Term of office expires in 2020.

          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: 3,500 shares.


          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 Ouman Oy (FI) and TimeZynk AB (SE).

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


          *) Company listed on a stock exchange.

           

          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.

          End 2017, Vestas defined a target to  reach equal gender distribution among the no later than in 2021 (according to the Danish Business Authorties' defenition, see Danish Business Authorities: Guidelines on target figures, policies and reporting on gender composition of management).

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

          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.



           2018 meetings Number   Comments
           - Board of Directors 11 Eight of the eleven meetings were attended by all members, whereas one member was excused from one meeting and one member joined the Board on 3 April 2018.
           - Audit Committee  5 Four of the five meetings, were attended by all members, whereas one member was excused from one of the meetings.
           - Technology & Manufacturing Committee 4 All members attended the four meetings.
           - Nomination & Compensation Committee 5 All members attended the five 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 an additional remuneration of 80 percent of the committee remuneration.

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

          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*
          08.05.2019 Peter Lindholst Board member Vested performance shares 70

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

          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.

          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 21,549,694 (21,549,694 shares), ref. article 3 of the articles of association. The authorisation is valid until 1 April 2023. 

          At the Annual General Meeting in 2019, the Board of Directors was granted an authorisation to allow the company, in the period until 31 December 2020, 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 2018, the Committee held five committee meetings (activities in 2018).

            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)

            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 2019. Term of office expires in 2020.

            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: 12,700*. 


            * The mentioned number of shares includes both own and related parties’ total shareholding.

            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
            Chairman and member of the boards of several subsidiaries of the Hempel Group.

            Member of the board of H. Lundbeck A/S** (DK).

            Positions of trust
            Chairman of the audit committee of H. Lundbeck A/S** (DK).

            Member of The investment committee of Maj Invest Equity 4 & 5 K/S (DK).


            ** Company listed on a stock exchange.

            Carsten Bjerg

            Member of the Board of Directors

            Carsten Bjerg

            Born: 12 November 1959
            Nationality: Danish
            Resident: Denmark
            Position: Professional board member

            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 2019. Term of office expires in 2020.

            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: 4,019 shares.


            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 Hydrema Holding ApS (DK), Bogballe A/S (DK) and Bogballe Investment A/S (DK), Ellepot A/S (DK), Ellegaard Investment I A/S (DK) and Ellegaard Investment II A/S (DK), Guldager A/S (DK) and CapHold Guldager ApS (DK), Robco Engineering A/S (DK) and Robco Engineering Investment A/S (DK), Arminox A/S (DK) and Arminox Investment A/S (DK), Bjerringbro-Silkeborg EliteHåndbold A/S (DK) - and PCH Engineering A/S (DK) and PCH Investment A/S (DK).

            Deputy chairman of the board of Rockwool International A/S* (DK).

            Member of the boards of Agrometer A/S (DK), Agrometer Investment A/S (DK), Dansk Smede- og Maskinteknik A/S (DK) and IBP H ApS (DK) - and TCM Group A/S* (DK), TCM Group Investment ApS and TMK A/S (DK).


            * Company listed on a stock exchange.


            Jens Hesselberg Lund

            Member of the Board of Directors

            Jens Hesselberg Lund

            Born: 8 November 1969 
            Nationality: Danish
            Resident: Denmark
            Position: Group CFO, DSV A/S* (DK)

            Position with Vestas Wind Systems A/S
            Elected to the Board of Directors in March 2018 and relected in 2019. Term of office expires in 2020. 

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

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

            Shareholding
            Vestas shareholding: 4,000 shares.


            *) Company listed on a stock exchange.

            Special competencies
            Mr Lund has the following competencies which specifically is essential to the work of the Board of Directors of Vestas Wind Systems A/S: In-depth knowledge of accounting, finance and capital markets and management of an international and listed company.

            Fiduciary positions 
            Chairman of the boards of three subsidiaries of the DSV Group.

            Deputy chairman of five subsidiaries of the DSV Group.

            Position of trust
            Member of the board of The Danish Chamber of Commerce (DK).



            The Nomination & Compensation Committee

            The Nomination & Compensation Committee supports the Board in evaluation of the impact and the performance of the Board and the Executive Management as well as the company’s overall approach to compensation, incentive programmes, the talent agenda, diversity & inclusion, and other people-related topics.

            In 2018, the Committee held five meetings (activities in 2018).

            Members of the Committee

            Bert Nordberg

            Chairman of the Board of Directors

            Bert Nordberg

            Born: 23 March 1956
            Nationality: Swedish
            Resident: Sweden
            Position: Professional board member

            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 2019. Term of office expires in 2020.

            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: 14,600 shares*. 

            * The mentioned number of shares includes own and related parties’ total shareholding.

            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
            Chairman of the boards of Sigma Connectivity AB (SE), and TDC A/S (DK).

            Member of the boards of Essity AB** (SE), Saab Group AB** (SE), and Svenska Cellulosa Aktiebolaget SCA** (SE).

            ** Company listed on a stock exchange.


            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)

            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 2019. Term of office expires in 2020.

            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: 12,700*. 


            * The mentioned number of shares includes both own and related parties’ total shareholding.

            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
            Chairman and member of the boards of several subsidiaries of the Hempel Group.

            Member of the board of H. Lundbeck A/S** (DK).

            Positions of trust
            Chairman of the audit committee of H. Lundbeck A/S** (DK).

            Member of The investment committee of Maj Invest Equity 4 & 5 K/S (DK).


            ** Company listed on a stock exchange.

            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 2019. Term of office expires in 2020.

            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: 3,500 shares.


            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 Ouman Oy (FI) and TimeZynk AB (SE).

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


            *) Company listed on a stock exchange.

             

            Helle Thorning-Schmidt

            Helle Thorning-Schmidt 
            Born: 14 December 1966
            Nationality: Danish
            Resident: United Kingdom
            Position: CEO, Save the Children International (UK) 

            Position with Vestas Wind Systems A/S
            Elected to the Board of Directors in April 2019. Term of office expires in 2020. 

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

            Ms Thorning-Schmidt meets the definition of independence as set out by the Danish Corporate Governance Committee.  

            Shareholding
            Vestas shareholding: 0 shares. 

            Special competencies 
            Ms Thorning-Schmidt has the following competencies which specifically is essential to the work of the Board of Directors of Vestas Wind Systems A/S: In-depth knowledge of governmental affairs and political environments as well as strategic management of international and political organisations.

            Fiduciary positions 
            Member of the board of SafeLane Global Limited (UK). 

            Positions of trust
            Member of the boards of Algebris Research & Policy Forum (UK), European Council on Foreign Relations (DE), Schwab Foundation for Social Entrepreneurship (CH), and The Transform Foundation, Islamic Development Bank (SA).  

            Member of the advisory boards of 21st Century Council – The Bergguen Institute (USA), Council of Foreign Relations (USA), Every Woman Every Child (UN), and International Crisis Group (BE).

            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 2018, the Committee held four committee meetings (activities in 2018).

            Members of the Committee

            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 2019. Term of office expires in 2020.

            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: 3,500 shares.


            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 Ouman Oy (FI) and TimeZynk AB (SE).

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


            *) Company listed on a stock exchange.

             

            Carsten Bjerg

            Member of the Board of Directors

            Carsten Bjerg

            Born: 12 November 1959
            Nationality: Danish
            Resident: Denmark
            Position: Professional board member

            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 2019. Term of office expires in 2020.

            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: 4,019 shares.


            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 Hydrema Holding ApS (DK), Bogballe A/S (DK) and Bogballe Investment A/S (DK), Ellepot A/S (DK), Ellegaard Investment I A/S (DK) and Ellegaard Investment II A/S (DK), Guldager A/S (DK) and CapHold Guldager ApS (DK), Robco Engineering A/S (DK) and Robco Engineering Investment A/S (DK), Arminox A/S (DK) and Arminox Investment A/S (DK), Bjerringbro-Silkeborg EliteHåndbold A/S (DK) - and PCH Engineering A/S (DK) and PCH Investment A/S (DK).

            Deputy chairman of the board of Rockwool International A/S* (DK).

            Member of the boards of Agrometer A/S (DK), Agrometer Investment A/S (DK), Dansk Smede- og Maskinteknik A/S (DK) and IBP H ApS (DK) - and TCM Group A/S* (DK), TCM Group Investment ApS and TMK A/S (DK).


            * Company listed on a stock exchange.


            Bruce Grant

            Member of the Board of Directors

            Bruce Grant
            Born: 30 May 1959
            Nationality: American
            Resident: USA
            Position: Executive Chairman, Applied Value LLC (USA)

            Position with Vestas Wind Systems A/S
            Elected to the Board of Directors in April 2019. Term of office expires in 2020. 

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

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

            Shareholding
            Vestas shareholding: 0 shares. 

            Competencies
            Education
            1981-1984 PhD Cand. Industrial Management, Chalmers University of Technology (SE)
            1977-1981 MSc., Business Economics, University of Gothenburg (SE) 

            Former positions
            1995-1997 President, Arthur D. Little North America (USA)
            1993-1995 President, Arthur D. Little Scandinavia (SE) 

            Special competencies
            Mr Grant has the following competencies which specifically is essential to the work of the Board of Directors of Vestas Wind Systems A/S: In-depth knowledge of strategy and turn-around implementation in the renewable industry and large, global industrial companies. Expert on sourcing the steel market and in depth knowledge of the US market.

            Fiduciary positions 
            Chairman of the boards of Applied Invest LLC (USA), Applied VenCap LLC (USA), and Human Care Corporation (SE). 

            Deputy chairman of the board of CosmosID, Inc. (USA).  

            Member of the boards of RiverMeadow LLC (USA) and Swedish-American Chamber of Commerce, Inc. (USA). 

            Positions of trust
            Chairman of the board of Hand in Hand International (UK).

            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
                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 at 20 May 2019: 20,097 shares*.

                Competencies

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


                *) Stated without decimals.

                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

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

                Member of the boards of: Nilfisk Holding A/S (DK) and Schneider Electric (FR).

                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).

                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 at 9 May 2019: 25,201 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).

                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 at 27 May 2019: 51,604 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 boards of: Hvide Sande Havn Energy ApS (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 at 8 May 2019: 36,818 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:
                Chairman of the board of: Norican Global A/S (DK).

                Member of the board of: Velux 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 at 8 May 2019: 6,874*).

                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)


                *) Stated without decimals.

                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).

                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*)

                 
                07.02.2019 
                Anders Runevad
                Group President & CEO
                Vested performance shares   27,208
                07.02.2019 Anders Vedel
                Execuitve Vice President & CTO
                Vested performance shares
                 13,352
                07.02.2019  Marika Fredriksson  Execuitve Vice President & CFO  Vested performance shares
                 13,352
                07.02.2019  Juan Araluce  Execuitve Vice President & CSO  Vested performance shares
                 13,352
                07.02.2019  Jean-Marc Lechêne
                Executive Vice President & COO  Vested performance shares
                 13,352
                08.02.2019  Marika Fredriksson  Executive Vice President & CFO  Sale  8,679
                08.02.2019  Anders Runevad  Group President & CEO  Sale  15,237
                11.02.2019  Jean-Marc Lechêne
                Executive Vice President & COO  Sale 8,000
                12.02.2019  Anders Vedel Executive Vice President & CTO  Sale  8,000
                12.02.2019  Juan Araluce  Executive Vice President & CSO  Sale  13,352
                13.02.2019  Jean-Marc Lechêne  Executive Vice President & COO  Sale   558
                14.02.2019  Jean-Marc Lechêne Executive Vice President & COO  Sale 14,442
                08.05.2019  Anders Runevad  Group President & CEO Vested performance shares 19,797
                08.05.2019  Anders Vedel  Executive Vice President & CTO Vested performance shares  6,874
                08.05.2019  Jean-Marc Lechêne  Executive Vice President & COO  Vested performance shares  6,874
                08.05.2019  Juan Araluce  Executive Vice President & CSO  Vested performance shares  6,874
                08.05.2019  Marika Fredriksson  Executive Vice President & CFO  Vested performance shares  6,874
                09.05.2019  Anders Runevad Group President & CEO Sale   11,087
                09.05.2019  Marika Fredriksson  Executive Vice President & CFO  Sale  3,850
                20.05.2019  Anders Runevad  Group President & CEO Sale 26,700
                27.05.2019  Anders Vedel Executive Vice President & CTO Sale 6,874
                *) The number of shares includes both own and related parties' share trading. 


                 

                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


                  Strategy - Profitable growth for Vestas

                  Vision - To be the Global Leader in Sustainable Energy Solutions

                  Mission - To deliver best-in-class energy solutions for the benefit of our customers and the planet




                  Vestas’ vision  
                  We are committed to our vision: to be the Global Leader in Sustainable Energy Solutions, which, among other things, entails leading the wind power industry in terms of volume, revenue, and margins. 

                  This vision sets a clear purpose and direction for Vestas’ employees and fuels its ambition to lead the global energy transition. To reap the benefits of this transition, we continue to consolidate and expand our strong position within all three business areas: 

                  • Power solutions, 
                  • Service, and 
                  • Offshore, 

                  while investing in the solutions and commercial capabilities needed to meet future market demand. 

                  Mid-term objectives – Global leader in wind solutions
                  Our mid-term objectives of being Global leader in wind power plant solutions and Global leader in wind service solutions include: 

                  • Leading in innovating products, services, and digital solutions that deliver the lowest cost of energy, increase the penetration of renewables, and help customers fully optimise value from renewable power solutions. 
                  • Being the preferred solutions provider and partner to the customers.  
                  • Leading by market share in established markets and competing for leadership in emerging markets.  
                  • Leading in profitability to enable us to reinvest into Vestas’ future innovation and competitiveness.


                  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 24,000 employees operating in over 50 countries, our Code of Conduct embodies this commitment and is supported by top management.

                  Risk management

                  Being a multinational company with a vision to be global leader in sustainable energy solutions, Vestas is exposed to a variety of risks. That is why we are working 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 our strategic and financial targets.

                  In order for the management to take risk-adjusted decisions, we have 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 Committee is chaired by Marika Fredriksson, Executive Vice President & CFO and includes other senior management members from relevant parts of the business.

                  A summary of the key risks is presented to the Executive Management four times a year, and on a semi-annual basis the Board of Directors reviews the key risks.

                  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 Board’s 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 financial 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 reports

                  Control activities

                  Global Finance Compliance is responsible for the implementation, monitoring, and reporting of Vestas’ global financial processes and the internal control framework. 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 as 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 2018 (pdf) 
                  Annual report 2018 - Strategy and ambitions (pdf)

                  Tax policy

                  The purpose of the Vestas Group Tax Policy is to define global management of taxes including governance, structuring, and risk management.

                  The policy applies to all decisions that directly or indirectly affect reporting and/or payment of taxes notwithstanding the nature of the tax as long as it fall or could fall under the liability of any Vestas Group Company. 

                  Statement on tax 

                  Vestas continuously wants to be a compliant corporate tax citizen in collaboration with our operations and stakeholders to sustain our reputation and support shareholder interests. 

                  Vestas Group’s Tax Policy (pdf)

                  The Vestas Group's tax payments  mEUR 
                   Financial year 2018  195
                   Financial year 2017
                   262
                   Financial year 2016
                   212
                   Financial year 2015
                   184
                   Financial year 2014
                  148


                  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 reports on governance

                  Statutory report 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.

                  Statutory report on gender distribution
                  Pursuant to the Danish Financial Statements Act section 99b Vestas prepares a statutory report on gender distribution.


                  Statutory report on CSR (sustainability)

                  Combined with Vestas annual report, the CSR report constitutes Vestas’ ’Communication on Progress’ (COP) under the UN Global Compact. The report is framed around the UN Global Compact’s 10 principles for responsible business conduct in the areas of human rights, labour, environment, and anti-corruption.  

                  This COP report is Vestas’ statutory report on CSR, ref. section 99a of the Danish Financial Statements Act.

                  Archive

                  Corporate social responsibility (CSR)
                  - Danish Financial Statements Act 99a

                  Statutory report 2018
                  Statutory report 2017