Commercial foundations play a major role in Danish society. They own a significant share of the largest Danish companies and grant billions of Danish kroner, for example, to research and cultural activities. Therefore, foundations have a great deal of influence in these areas, and with great influence comes great responsibility. Lundbeck Foundation takes this responsibility very seriously. For this reason, integrity, good foundation governance and transparency are keywords we apply to our daily activities – both to our investments and to our grants. We make a point of complying with the Recommendations on Foundation Governance.
Lundbeck Foundation is governed by a board of trustees, consisting of ten members: seven elected according to the Foundation’s trust deed and three employee-elected members (elected by the employees of each of the Foundation’s three subsidiaries Lundbeck, ALK and Falck). Lundbeck Foundation’s CEO is in charge of daily operations and management. The Board of Trustees meets at least four times a year for board meetings, one of which includes a seminar to review, discuss and adopt strategy.
As part of the annual self-evaluation process, the Board of Trustees regularly evaluates whether it possesses the right skills to perform the necessary tasks. The Board of Trustees appoints new members itself, according to the Foundation’s trust deed. The Chair and Vice-Chair nominate new members for the Board. If more specific skills are required, the Chair of the Foundation’s Research and Prize Committee or the Chair of the Investment Committee participates in the nomination process. External consultants are usually involved in the selection process.
The composition of the Board of Trustees is such that the collective knowledge and expertise of the members meet the objectives defined in Lundbeck Foundation’s trust deed. The Foundation is represented on the boards of directors of the subsidiaries by two members – the CEO, who is Vice-Chair of these boards, and a member of our Board of Trustees. The Chair of Lundbeck Foundation’s Board of Trustees is not a member of our subsidiaries’ boards of directors. No members of the Foundation’s Board of Trustees are represented on the subsidiaries’ executive boards. Neither current nor former members of the subsidiaries’ executive boards or board of directors may be elected to the Foundation’s Board of Trustees. This also applies to current or former members of the Foundation’s executive board.
According to the Foundation’s trust deed, board members are appointed for one year at a time. Thus, the Foundation has selected a term shorter than that stipulated in the Recommendations on Foundation Governance. However, the term corresponds to standard practice in listed companies. This ensures better potential for regular evaluation of the performance of board members.
A member who has been a member of the Board of Trustees for longer than twelve years may not be reappointed. However, the Board of Trustees may deviate from this rule should the competency profile of the Board of Trustees so dictate. Board members who have reached the age of 75 may not be appointed or reappointed to the Board of Trustees. However, the Board of Trustees may deviate from this rule should the competency profile of the Board of Trustees so dictate.
The work of the executive board is evaluated as part of the Board of Trustees’ annual self-evaluation process.
Members of the Board of Trustees receive remuneration which is continually benchmarked and equivalent to that of members of the boards of trustees of similar Danish foundations. The basic annual fee is DKK 200,000. The Chair of the Board of Trustees receives three times the basic fee and the Vice-Chair twice the basic fee. In addition, the Chair of the Investment Committee receives DKK 200,000 annually and ordinary members receive DKK 100,000 annually. The Chair of the Research Committee receives DKK 400,000 annually and ordinary members receive DKK 200,000 annually.
|Summary of remuneration (adopted on 19 April 2017)||Lundbeckfonden Foundation||Lundbeckfond Invest|
|Fee for an ordinary member:||DKK 200,000 p.a.||DKK 75.000 p.a.|
|Fee for the Vice-Chair:||DKK 400.000 p.a.||DKK 150.000 p.a.|
|Fee for the Chair:||DKK 600.000 p.a.||DKK 225.000 p.a.|
|Membership of the Investment Committee:||N/A||DKK 100.000 p.a.|
|Chair of the Investment Committee:||N/A||DKK 200.000 p.a.|
|Member of the Research Committee:||DKK 200.000 p.a.||N/A|
|Chair of the Research Committee:||DKK 400.000 p.a.||N/A|
Certain members of the Board of Trustees are also members of the boards of directors of the subsidiaries and receive remuneration for this from the companies. Total remuneration is listed in the table below.
|Total remuneration in DKK thousands (2016)||Of this, subsidiaries’ remuneration in DKK thousands (2016)|
|Jørgen Huno Rasmussen||862|
|Susanne Krüger Kjær||454|
|Henrik Sindal, HLU||554||300|
|Peter Adler Würtzen||254|
|Vagn Flink, Falck||504||250|
|Total for 2016||7.197||2.425|
The Foundation’s CEO, Lene Skole, receives DKK 10.1 million, which includes directors’ fees for subsidiaries H. Lundbeck, ALK and Falck (2017).