Novo Nordisk

The shareholders of Novo Nordisk exercise their rights at the Annual General Meeting, which is the supreme governing body of the company. The general meeting, inter alia, adopts the company's Articles of Association, approves the Annual Report and elects the Board of Directors. Any shareholder has the right to raise questions at general meetings. Resolutions can generally be passed by a simple majority. However, resolutions to amend the Articles of Association require two-thirds of the votes cast and capital represented, unless other adoption requirements are imposed by the Danish Companies Act. Novo Nordisk has a two-tier management structure consisting of the Board of Directors and Executive Management. The governance structure and rules of Novo Nordisk are further described in our Articles of Association and our Corporate Governance Report. Novo Holdings A/S, a Danish company wholly owned by the Novo Nordisk Foundation, holds the majority of votes at Novo Nordisk A/S' general meetings.

Executive remuneration is linked to financial performance as well as non-financial performance (e.g. innovation and sustainability). Novo Nordisk has prepared a separate Remuneration Report describing the remuneration awarded or due during 2024 to the Board of Directors and Executive Management members registered with the Danish Business Authority. The Remuneration Report is submitted to the Annual General Meeting for an advisory vote.

Moreover, our commitment to sustainability is reflected in our incentive programmes, which incorporate our Strategic Aspirations 2025 into both individual and corporate performance targets. This highlights our dedication to driving sustainable growth and creating long-term value for all stakeholders. Executive remuneration is linked to financial performance as well as non-financial performance (e.g. innovation and sustainability).

At Novo Nordisk, our purpose is clear: driving change to defeat serious chronic diseases. Through our life-changing innovations, we are building a healthier future for generations to come. We are dedicated to reinforcing our leadership in diabetes and obesity, securing a leading position in rare diseases and establishing ourselves as a key player in cardiovascular disease. Additionally, we are actively building our presence in the treatment of metabolic dysfunction-associated steatohepatitis, chronic kidney disease and Alzheimer's disease. We create value on multiple fronts. Through the Novo Nordisk Way, we ensure our employees thrive in a supportive and innovative environment. We operate as a responsible business, striving to address environmental and social impacts, to create value for society and fulfil our financial commitments to shareholders, ensuring sustainable growth and success. Our value chain is similarly comprehensive, encompassing every stage from the initial concept of a new treatment to its final delivery to people living with serious chronic diseases. This includes our own operations in R&D and manufacturing, as well as collaborations with suppliers to source materials and distribute our treatments effectively.

The Novo Nordisk Foundation has two objectives: to provide a stable basis for the commercial and research activities of Novo Nordisk, Novonesis and additional companies in Novo Holdings' investment portfolio; and to support scientific, humanitarian and social causes. Our foundation ownership supports the overarching imperative to be both commercially successful and responsive to the wider needs of society. We focus on creating lasting value for society and our business with a strong commitment to financial, environmental and social responsibility. Following the Novo Nordisk Way, we are dedicated to delivering long-term value for people living with serious chronic diseases, our employees, partners, shareholders and society at large.

In an increasingly complex and unpredictable world, the intersection of climate change, health inequity and the rising prevalence of serious chronic diseases presents an unprecedented risk to both human and planetary health. Recognising the magnitude of these challenges, we are aiming to expand the reach and societal impact of our life-changing medicines and preventive health initiatives while striving to reduce our CO2e emissions, plastic footprint and impact on nature.

This year, in line with the CSRD, we have conducted a double materiality assessment to identify the sustainability matters that are most important to Novo Nordisk, considering both societal and financial implications. The essential topics identified include patient protection and quality of life, climate change, resource use and circular economy, and own workforce – reflecting our aspirations of progress towards zero environmental impact, being respected for adding value to society and being a sustainable employer.

The Annual Report 2024 marks a significant step in the evolution of Novo Nordisk's integrated reporting. This year, our Sustainability statement is for the first time prepared according to the EU Corporate Sustainability Reporting Directive (CSRD) requirements. The outcomes of this assessment have provided us with key metrics to track our performance across our material sustainability topics. You can read more about our progress towards achieving our sustainability ambitions in the Annual review on page 12, while detailed breakdowns of our performance can be found in the Sustainability statement on page 46. Together, these sections make up this year's Management report.

We have made significant progress in reducing our scope 1 and 2 emissions since 2019. However, our scope 3 emissions, which comprise about 96% of our total emissions, continue to rise as we grow to meet increasing demand for our medicines. To achieve net zero emissions by 2045, we have a roadmap to reduce scope 3 emissions by 33% by 2033, using 2024 as the baseline. This target – which covers nearly 70% of our scope 3 emissions in accordance with Science Based Targets initiative (SBTi) provisions – is aligned with climate science and has been submitted to the SBTi for validation. Key decarbonisation measures include switching to low-carbon materials and feedstock across our production network, shifting our distribution model to low-emissions transportation and supporting our suppliers in transitioning to renewable energy. To date, more than 1,800 suppliers have already committed to make the switch.

To achieve net zero emissions by 2045, we have a roadmap to reduce scope 3 emissions by 33% by 2033, using 2024 as the baseline. This target – which covers nearly 70% of our scope 3 emissions in accordance with Science Based Targets initiative (SBTi) provisions – is aligned with climate science and has been submitted to the SBTi for validation.

Scope 1, 2 and 3 emissions: CO2e emissions (1,000 tonnes) +23%. 2023: 1,836. 2024: 2,261. 2033 target: -33% reduction to 1,000. 2045 target: Net zero. Scope 1: Direct emissions from owned/controlled sources. Scope 2: Indirect emissions from purchased energy. Scope 3: Indirect emissions in the value chain.

Additionally, we have sharpened our focus on the impact of our operations on nature and biodiversity, setting an ambition to halt nature loss across our value chain by 2033 and achieving nature-positive status by 2045.

Our commitment to delivering life-changing medicines to millions of people worldwide compels us to responsibly manage our use of water, energy and resources. To this end, we are targeting a 30% reduction in the amount of plastic used per patient by 2033, underpinned by the adoption of a reduce, change and avoid approach across our diabetes and obesity portfolio. We aim to achieve this by transitioning from disposable to reuseable devices and by developing new medicines designed to be administered less frequently. In addition, we are scaling up our ReMed™ device take-back scheme to avoid plastic waste ending up in landfills.

Plastic footprint per patient, kg/patient/year. 2024: 0.35. 2033 target: -30% to 0.25. We are targeting a 30% reduction in the amount of plastic used per patient by 2033. ReMed™ is built on the success of our local take-back pilot programmes, enabling pen users to return their used devices to give the plastic a new life. Four years on, and more than four million returned pens since the launch of the first pilot, the scheme is now active in seven key markets – including Denmark, where we collaborate with other healthcare companies to offer a unique industry-wide solution.

Our focus is on sustainably scaling our organisation; ensuring it is run efficiently, our priorities remain clear and our resources are used optimally. This approach helps safeguard the wellbeing of our expanding workforce and bolsters our reputation as a highly engaged and supportive place to work. The foundation of our commitment to supporting the wellbeing and development of our employees is the Novo Nordisk Way; a set of guiding principles constituting the core of our identity and operations. It bridges our company's past, present and future, steering our strategy, decisions and behaviours. By familiarising new employees with the 10 Essentials that direct the decisions and actions of every Novo Nordisk colleague, we uphold our dedication to the company's core values of openness, accountability and respect.

Last year, we recorded an overall engagement score of 85% in our annual company survey, which saw a record 90% of all employees participate. To support the integration of our new colleagues, we aim to equip all new hires with the support and resources they need to onboard and connect with our strong company culture and purpose, which remain essential to our success.

Moreover, it is crucial that we maintain a sustainable work-life balance for all our employees. As our business grows, we are carefully monitoring workplace stress levels, targeting a 10% annual reduction in the number of employees reporting symptoms of stress. Although we did not meet this target in 2024, when overall stress levels remained unchanged year-on-year at 13.8%, we will continue to implement new measures to address symptoms of stress at the earliest opportunity.

As our business grows, we are carefully monitoring workplace stress levels, targeting a 10% annual reduction in the number of employees reporting symptoms of stress.

The extraordinary surge in demand for our life-changing medicines in recent years has led to a substantial increase in the number of new hires as we expand our workforce to keep pace. Last year alone, we added 13,030 employees across our global organisation, which now comprises 77,349 colleagues worldwide.

By dedicating additional time and resources to this integration process, we also help to foster an environment that values diverse perspectives and ensures every employee feels included.

Moreover, it is crucial that we maintain a sustainable work-life balance for all our employees.

Key decarbonisation measures include switching to low-carbon materials and feedstock across our production network, shifting our distribution model to low-emissions transportation and supporting our suppliers in transitioning to renewable energy. To date, more than 1,800 suppliers have already committed to make the switch.

In 2024, we reached 8.4 million vulnerable people with diabetes, a 5% decrease from last year, mainly due to reduced tender sales of human insulins. Despite this, our commitment to addressing health inequity remains unwavering. We are intensifying efforts to make care more affordable for vulnerable populations, improve supply chains and build capacity for diagnosis and disease management. Key initiatives include Changing Diabetes® in Children (CDiC), which has reached over 64,000 children with type 1 diabetes in low- and middle-income countries since 2009. Other initiatives include Partnering for Change, a collaboration with the Danish Red Cross to address health issues in humanitarian crises, and iCARE, an integrated business model aimed at breaking down barriers to diabetes care in Middle Africa and Indonesia.

In 2024, we served more than 45.2 million people living with serious chronic diseases. Medical treatment provided to 43.0 million people living with diabetes and 2.2 million people living with obesity. Ensuring uninterrupted access to treatment options for people already using Novo Nordisk medicines also remains a top priority. By adopting clear prioritisation principles, we are focusing on the responsible and equitable launch and distribution of new and existing products across geographies and patient groups. This includes allocating a proportion of Wegovy® volumes in every new launch market for people with a high medical need and low socioeconomic status.

In Novo Nordisk, we have an ethics and compliance programme which comprises of a code of conduct (OneCode), requirements (The Ethics Navigator), processes and awareness and capability building as stipulated in the seven elements of an effective compliance programme. Data privacy is a key component in our ethical principles, ensuring guardrails are in place to manage and mitigate risks, thus safeguarding our patients and society at large. We have also adopted a set of principles for data and artificial intelligence (AI) ethics to support ethical decision-making. We have initiated building our AI Ethics & Compliance framework, incorporating elements such as principles, requirements and risk assessments, as well as building AI literacy training and capabilities.

To date, more than 1,800 suppliers have already committed to make the switch. At the same time, we acknowledge that these measures will not be enough to meet our target, and will therefore investigate additional levers – including new technologies – to close this gap. Added 13,030 employees bringing Novo Nordisk's total workforce to 77,349, while supporting job-creation amongst our suppliers.

In Novo Nordisk, we have an ethics and compliance programme which comprises of a code of conduct (OneCode), requirements (The Ethics Navigator), processes and awareness and capability building as stipulated in the seven elements of an effective compliance programme.