365体育官方网站

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Corporate governance

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

365体育官方网站Bert Nordberg, Chairman

What is corporate governance?

365体育官方网站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. 

365体育官方网站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.

365体育官方网站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.



To the shareholders of Vestas Wind Systems A/S

Annual General Meeting 2020

On 7 April 2020 at 1:00 pm (CEST), Vestas Wind Systems A/S will hold the Annual General Meeting at the Concert Hall (Musikhuset) Aarhus, Denmark.

Electronic communication - register your email address
Convening notices and admission cards for Vestas’ general meetings are sent by email. It is therefore important that you as a shareholder sign up for Vestas news. In the , you can subscribe to receive convening notices, annual reports, interim financial reports, and the online publication 'Shareholder information' by email.

Read more

Shareholders

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.

365体育官方网站At the end of February 2020:

  • Vestas had 124,886 registered shareholders, including custodian banks. .
  • The registered shareholders held 98 percent of the company’s share capital.   

Electronic communication - register your email address 
Convening notices and admission cards for Vestas’ general meetings are sent by email. It is therefore important that you as a shareholder sign up via Vestas' InvestorPortal. In the InvestorPortal365体育官方网站, you can subscribe to receive convening notices, annual reports, interim financial reports, and the online publication 'Shareholder information' by email.

    Close

    Major shareholder

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

    Disclosure obligations of major shareholdings

    365体育官方网站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@csstsettlement.com.

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

    Registration of Vestas shares

    365体育官方网站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. 

    As a shareholder you are not able to exercise all of your rights if your 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?

    365体育官方网站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.


    365体育官方网站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 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

    365体育官方网站The shareholders in general meeting shall be the Company’s supreme authority in all company matters subject to the relevant legislation and Vestas' articles of association.

    365体育官方网站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. 

    365体育官方网站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       
    07 April 2020  Convening    
    03 April 2019
     


    Resolutions

    Minutes
    Votes cast
    03 April 2018
     
    Convening
     
    Resolutions

    Minutes
    Votes cast
    07 April 2017  Convening  Resolutions
    Minutes 
    30 March 2016 Convening Resolutions  Minutes 

      Close

      Electronic communication - register your email

      365体育官方网站It is important that you sign up for Vestas' email service, if you want to receive information from Vestas.

      InvestorPortal

      365体育官方网站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. 

      365体育官方网站At the annual general meeting the shareholders appoint Vestas' auditor. 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. 

      365体育官方网站The audit firm was first elected external auditor by the Annual General Meeting of Vestas in 1998. 

      365体育官方网站The auditor acts in the interest of the shareholders, as well as the public. The Board of Directors and Executive Management grant the auditor access to make any investigations, they find necessary, and ensure that the auditor receive the information and the assistance needed for them to exercise their duties. The Board of Directors maintains a regular dialogue with the auditor, 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)  2018  2019
      Audit - PricewaterhouseCoopers  3 3
      Total audit  3 3
      Non-audit services (PricewaterhouseCoopers):
      Assurance engagements 
      Tax assistance 
      Other services

       0
      1
      0

       0
      1
      2
      Total non-audit services  1 3
      Total   4 6

      Policy for audit services and non-audit services

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

      365体育官方网站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. 

      365体育官方网站During 2019, audit and non-audit services provided by the Group auditors globally totalled EUR 6 million, of which 17 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 77 percent of audit and non-audit services provided by the Group auditors globally in 2019.

      Internal audit

      365体育官方网站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 

      Board of Directors

      Vestas Wind Systems A/S’ Board of Directors (the Board) consists of seven 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.

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          Profile of the members of the Board of Directors

          Bert Nordberg

          Chairman of the Board of Directors

          365体育官方网站

          Bert Nordberg

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

          Position with Vestas Wind Systems A/S
          Member of the Board since 2012 and re-elected for subsequent terms, most recently in 2019. Term of office expires in 2020.
          Chairman of the company’s Board since 2012.
          Chairman of the Nomination & Compensation Committee.
          Member of the Audit Committee.
          Meets the definition of independence as set out by the Danish Corporate Governance Committee.

          Shareholding
          Vestas shareholding: 14,600 shares*. 

          Fiduciary positions
          Chairman of the boards of Sigma Connectivity AB and TDC A/S.

          365体育官方网站Member of the boards of Essity AB**, Saab Group AB**, and Svenska Cellulosa Aktiebolaget SCA**.


          * The mentioned number of shares includes own and related parties’ total shareholding.
          ** Company listed on a stock exchange.



          Competencies
          Education:
          1985-1986 - Courses in International Management, Marketing and Finance at INSEAD University
          1979-1980 - Engineer in the Swedish Marines from Berga
          365体育官方网站 1976-1979 - Degree in Electronic Engineering

          Former positions:
          2009-2012 - President & CEO, Sony Mobile Communications AB
          2008-2009 - Head of Ericsson Silicon Valley, Telefonaktiebolaget LM Ericsson
          2004-2008 - Executive Vice President of Sales and Marketing, LM Ericsson Group
          2003-2004 - Senior Vice President of Group function Sales and Marketing, LM Ericsson Group
          2002-2003 - Head of Business Unit Systems, LM Ericsson Group
          2001-2002 - Head of Business Unit Global Services, LM Ericsson Group
          2000-2004 - Executive Vice President of Division Global Services, LM Ericsson Group
          1999-2000 - Executive Vice President of Ericsson Services, LM Ericsson Group
          1996-2000 - Head of Enterprise Services, LM Ericsson Group
          1980-1996 - Various management positions at Digital Equipment Corporation and Data General Corp

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

          Lars Josefsson

          Deputy Chairman of the Board of Directors

          365体育官方网站

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

          Position with Vestas Wind Systems A/S
          Member of the Board since 2012 and re-elected for subsequent terms, most recently in 2019. Term of office expires in 2020.
          Deputy Chairman since 2012.
          Chairman of the Technology & Manufacturing Committee.
          Member of the Nomination & Compensation Committee.
          eets the definition of independence as set out by the Danish Corporate Governance Committee.

          Shareholding
          365体育官方网站Vestas shareholding: 3,500 shares.

          Fiduciary positions
          Chairman of the Board of TimeZynk AB.

          Member of the Boards of Holmen AB*, Metso Oyj*, and Ouman Oy.

          *) Company listed on a stock exchange.

           


          Competencies
          Education:
          1990 - International Advanced Management Programme (IAMP)
          1984-1985 - Degree in Business Economics, University of Uppsala
          1973-1977 - Master of Science, School of Engineering Physics, Chalmers University of Technology

          Former positions: 
          2012-2013 - CEO, Micronic Mydata AB
          2011-2012 - CEO, Alimak Hek AB
          2004-2011 - President, Sandvik Mining and Construction
          2003-2004 - President, Siemens Industrial Turbines AB
          1999-2003 - President, ALSTOM Power Sweden AB
          1977-1999 - Various management positions at ABB

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

          Carsten Bjerg

          Member of the Board of Directors

          365体育官方网站

          Carsten Bjerg

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

          Position with Vestas Wind Systems A/S
          Member of the Board since 2011 and re-elected for subsequent terms, most recently in 2019. Term of office expires in 2020.
          Member of the Technology & Manufacturing Committee.
          Member of the Audit Committee.
          Meets the definition of independence as set out by the Danish Corporate Governance Committee.

          Shareholding
          Vestas shareholding: 4,019 shares.

          Fiduciary positions
          365体育官方网站Chairman of the boards of Hydrema Holding ApS, Bogballe A/S and Bogballe Investment A/S, Ellepot A/S and Ellegaard Investment I ApS, Guldager A/S and CapHold Guldager ApS, Robco Engineering A/S and Robco Engineering Investment A/S, Arminox A/S and Arminox Investment A/S, Bjerringbro-Silkeborg Håndbold A/S - and PCH Engineering A/S and PCH Investment A/S.

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

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


           * Company listed on a stock exchange.

          Competencies
          Education:
          1984-1985 - ACPMM, University of Cambridge
          1983 - BSc Engineering, The Engineering Academy of Denmark

          Former positions:
          2007-2013 - Group President, Grundfos Group and Managing Director, Grundfos Holding A/S
          2006-2007 - Acting CEO, Grundfos Management A/S
          2003-2006 - Deputy CEO, Grundfos Management A/S
          2000-2003 - EVP, Production & Logistics, Grundfos Management A/S
          1997-2000 - SVP, International Production, Grundfos Management A/S
          1994-1997 - Product Line Director, Danfoss A/S
          1989-1994 - Plant Manager, Danfoss A/S
          1985-1989 - Project Manager, Danfoss A/S
          365体育官方网站 1983-1984 - Engineer & Trainee, Danfoss A/S

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


          Jens Hesselberg Lund

          Member of the Board of Directors

          365体育官方网站

          Jens Hesselberg Lund

          Born: 8 November 1969 
          Nationality: Danish
          Resident: Denmark
          365体育官方网站 Position: Group CFO, DSV A/S* (DK)

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

          Designated by the Board as chairman of the Audit Committee and fulfils the demand for qualifications within financial accounting as set out in the Danish Auditors’ Act.  

          365体育官方网站Mr Lund meets the definition of independence as set out by the Danish Corporate Governance Committee.

          Shareholding
          365体育官方网站Vestas shareholding: 4,000 shares.

          Fiduciary positions 
          365体育官方网站 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).

          *) Company listed on a stock exchange.

          Competencies
          365体育官方网站Education:  

          • 1993-1998 - MSc. Accounting, Copenhagen Business School (DK) 
          • 1993 - Bachelor / HD-R, Southern Denmark Business School (DK) 

          365体育官方网站Former positions: 

          • 2000-2002 - Corporate Finance, Carnegie (DK) 
          • 1998-2000 - Corporate Finance, Danske Bank (DK) 
          • 1995-1998 - Auditor, Deloitte (DK) 
          • 1993-1995 - Auditor, Krogh & Partners (UK) 
          • 1989-1993 - Auditor, Deloitte (DK) 

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

          Eva Merete Søfelde Berneke

          Member of the Board of Directors

          365体育官方网站

          Eva Merete Søfelde Berneke 
          Born: 22 April 1969
          Nationality: Danish
          Resident: Denmark
          365体育官方网站 Position: CEO, KMD A/S

          Position with Vestas Wind Systems A/S
          Member of the Board since 2019. Term of office expires in 2020.
          Elected by the Board as a member of the Nomination & Compensation Committee.
          365体育官方网站 Meets the definition of independence as set out by the Danish Corporate Governance Committee.

          Shareholding 
          365体育官方网站Vestas shareholding: 2,000 shares. 

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

          Deputy chairman of the board of Edlund A/S. 

          Member of the boards of Danmarks Nationalbank, Ecole Polytechnique, KMD Venture A/S, LEGO A/S, and four subsidiaries of the KMD Holding ApS. 

          Positions of trust
          Member of the board of Technical University of Denmark.

          Competencies
          Education:
          1994-1995 - MBA program, INSEAD University
          1988-1992 - Master of Mechanical Engineering, Technical University of Denmark
          1990-1991 - Master studies, Economics, École Centrale Paris

          Former positions:
          2012-2017 - Senior Executive Vice-President, TDC A/S
          2009-2011 - Chief of Staff, TDC A/S
          2007-2009 - Chief Strategy Officer and member of Group Management, TDC A/S
          1998-2007 - Partner, McKinsey & Co.
          365体育官方网站 1993-1998 - Consultant and Engagement Manager, McKinsey & Co. 

          Special competencies: 
          365体育官方网站 Ms Berneke has the following competencies which specifically is essential to the work of the Board 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.

          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
          Member of the Board since 2019. Term of office expires in 2020.
          Member of the Technology & Manufacturing Committee.
          Meets the definition of independence as set out by the Danish Corporate Governance Committee.

          Shareholding
          Vestas shareholding: 0 shares. 

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

          Deputy chairman of the board of CosmosID, Inc.  

          365体育官方网站Member of the boards of RiverMeadow LLC and Swedish-American Chamber of Commerce, Inc. 

          Positions of trust
          365体育官方网站Chairman of the board of Hand in Hand International.

          Competencies
          Education:
          1981-1984 PhD Cand. Industrial Management, Chalmers University of Technology
          365体育官方网站 1977-1981 MSc., Business Economics, University of Gothenburg

          Former positions:
          1995-1997 President, Arthur D. Little North America
          1993-1995 President, Arthur D. Little Scandinavia

          Special competencies: 
          365体育官方网站 Mr Grant has the following competencies which specifically is essential to the work of the Board 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.

          Helle Thorning-Schmidt

          Member of the Board of Directors

          Helle Thorning-Schmidt 
          Born: 14 December 1966
          Nationality: Danish
          Resident: United Kingdom
          Position: Professional board member  

          Position with Vestas Wind Systems A/S
          Member of the Board since April 2019. Term of office expires in 2020.
          Member of the Nomination & Compensation Committee.
          365体育官方网站 Meets the definition of independence as set out by the Danish Corporate Governance Committee.  

          Shareholding
          Vestas shareholding: 0 shares. 

          Fiduciary positions  
          Chair of the board of SelectionF ApS.

          365体育官方网站Member of the boards of Carsoe Group A/S, DJE Holdings Limited, SafeLane Global Limited, and The Fertility Partnership Limited.

          Positions of trust 
          365体育官方网站Chair of the board of Danish Football Union’s (DBU) Governance and Development Committee.

          Member of the boards of Islamic Development Bank and Schwab Foundation for Social Entrepreneurship.

          365体育官方网站Members of the advisory boards of Algebris Research & Policy Forum, Atlantic Council, Council on Foreign Relations, and US Council on Foreign Relations.

          365体育官方网站Members of the councils of 21st Century Council – The Bergguen Institute and European Council on Foreign Relations.

          365体育官方网站Member of the board trustee of the International Crisis Group.

          365体育官方网站Member of the International Commission of Financing Global Education Opportunity.


          Competencies
          Education: 
          1992-1993 - Master’s Degree in European Studies from the College of Europe in Bruges
          365体育官方网站 1987-1994 - Master’s Degree in Political Science from the University of Copenhagen

          Former positions:
          2016-2019 - CEO, Save the Children International
          2011-2015 - Prime Minister of Denmark
          2005-2015 - Member of Danish Parliament and leader of the Social Democratic Party
          1999-2004 - Member of the European Parliament

          Special competencies 
          Ms Thorning-Schmidt has the following competencies which specifically is essential to the work of the Board 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.

          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

          365体育官方网站Vestas shareholding as per 31 December 2017: 800 shares. The mentioned number of shares includes both own and related parties' total shareholding.


          Competencies
          Education: 

          • 2003 - IT Administrator, Ringkøbing Business College/ Vestjysk Business College, Skjern (DK) 
          • 1997 - Language secretary, German, Open education at HIH Herning (DK) 
          • 1995 - Language secretary, English, Open education at HIH Herning (DK) 
          • 1989-1992 - Commercial upper secondary examination (DK) and office assistant 

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

          Kim Hvid Thomsen

          Member of the Board of Directors

          365体育官方网站

          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 8 November 2019: 3,060 shares. The mentioned number of shares includes both own and related parties’ total shareholding.

           


          Competencies 
          Education:

          • 2014 - Logistics, Erhvervsakadami MidtVest (DK)
          • 2014 - Project Management, Erhvervsakadami MidtVest (DK)
          • 2013 - Leadership in Practice, Erhvervsakademi Sjælland (DK)
          • 1984 - Industry technician (DK) 

          Former positions:

          • 1985-2015 - Various positions within the Vestas Group
          • 1985 - Industry technician, K.P. Komponenter (DK)
          • 1981-1984 - Industry technician trainee, Tim Maskinfabrik (DK)

          Special competencies:
          Mr Thomsen has the following competencies which specifically are essential to the work of the Board 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

          365体育官方网站

          Peter Lindholst

          Born: 25 February 1971
          Nationality: Danish
          Resident: Denmark
          365体育官方网站 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
          365体育官方网站 Vestas shareholding as at 8 May 2019: 570 shares.


          Competencies
          365体育官方网站Education: 

          • 1990-1995 - M.Sc. Mechanical Engineering, Aalborg University (DK) 
          • 1993-1995 - Technische Universität Braunschweig (DE) 
          • 1998-2000 - Dr.-Ing, Technische Universität München, Lehrstuhl für Hydraulische Maschinen und Anlagen (DE) 

          365体育官方网站Former positions: 

          • 2005-2016 - Various positions within Vestas Wind Systems A/S (DK) 
          • 2000-2005 - Project manager, Grundfos A/S, Bjerringbro (DK) 
          • 1997-2000 - PhD fellow, Grundfos A/S, Bjerringbro (DK) 
          • 1995-1997 - Development engineer, Danfoss A/S, Nordborg (DK) 

          Special competencies: 
          365体育官方网站 Mr Lindholst has the following special competencies which specifically are essential to the work of the Board 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
          365体育官方网站Vestas shareholding as per 31 December 2017: 834 shares.

          Fiduciary positions
          Deputy chairman of the boards of DM Skjern-Ringkøbing P/S (DK) and DMSR af 24. oktober 2016 ApS (DK).

          Competencies
          365体育官方网站Education: 

          • 2017 - Quality Optimization with Six Sigma, Erhvervsakadami MidtVest (DK) 
          • 2015 - Economy Erhvervsakadami MidtVest (DK) 
          • 2014 - Logistics, Erhvervsakadami MidtVest (DK) 
          • 2014 - Project Management, Erhvervsakadami MidtVest (DK) 
          • 2013 - Leadership in Practice, Erhvervsakademi Sjælland (DK) 
          • 2013 - Produktion optimization, Erhvervsakadami MidtVest (DK) 
          • 2010-2011 - Project management, Erhvervsakademi MidtVest (DK) 
          • 1998 - Higher Preparatory Course - single subject (DK) 
          • 1996-1999 - Military service, Royal Danish Life Guards (DK) and discharged as technical sergeant 
          • 1995 - Auto Mechanic (DK) 

          Former positions: 

          • 1999-2001 Nordisk Dæk Import A/S (DK) 

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

          Election of members to the Board of Directors

          365体育官方网站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.

          365体育官方网站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.

          365体育官方网站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).

          365体育官方网站Today, the Board of Directors elected by the general meeting consists of five 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.

          365体育官方网站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.


           2019 meetings Number 
           - Board of Directors 11
           - Audit Committee  5
           - Technology & Manufacturing Committee 4
           - Nomination & Compensation Committee 6

          Read more...

          Remuneration

          365体育官方网站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

          365体育官方网站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).

          Self-evaluation

          Assessment of the work performed by the Board of Directors

          365体育官方网站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. 

          365体育官方网站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

          365体育官方网站 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. 

          365体育官方网站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.

            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

            Jens Hesselberg Lund

            Member of the Board of Directors

            365体育官方网站

            Jens Hesselberg Lund

            Born: 8 November 1969 
            Nationality: Danish
            Resident: Denmark
            365体育官方网站 Position: Group CFO, DSV A/S* (DK)

            Position with Vestas Wind Systems A/S
            365体育官方网站Elected to the Board in March 2018 and relected in 2019. Term of office expires in 2020. 

            Designated by the Board as chairman of the Audit Committee and fulfils the demand for qualifications within financial accounting as set out in the Danish Auditors’ Act.  

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

            Shareholding
            365体育官方网站Vestas shareholding: 4,000 shares.

            Fiduciary positions 
            365体育官方网站 Chairman of the boards of three subsidiaries of the DSV Group.

            365体育官方网站Deputy chairman of five subsidiaries of the DSV Group.

            Position of trust
            365体育官方网站 Member of the board of The Danish Chamber of Commerce (DK).

            *) Company listed on a stock exchange.

            Competencies
            Education:  

            • 1993-1998 - MSc. Accounting, Copenhagen Business School (DK) 
            • 1993 - Bachelor / HD-R, Southern Denmark Business School (DK) 

            Former positions: 

            • 2000-2002 - Corporate Finance, Carnegie (DK) 
            • 1998-2000 - Corporate Finance, Danske Bank (DK) 
            • 1995-1998 - Auditor, Deloitte (DK) 
            • 1993-1995 - Auditor, Krogh & Partners (UK) 
            • 1989-1993 - Auditor, Deloitte (DK) 

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

            Carsten Bjerg

            Member of the Board of Directors

            Carsten Bjerg

            Born: 12 November 1959
            Nationality: Danish
            Resident: Denmark
            365体育官方网站 Position: Professional board member

            Position with Vestas Wind Systems A/S
            Member of the Board since 2011 and re-elected for subsequent terms, most recently in 2019. Term of office expires in 2020.
            Member of the Technology & Manufacturing Committee.
            Member of the Audit Committee.
            Meets the definition of independence as set out by the Danish Corporate Governance Committee.

            Shareholding
            Vestas shareholding: 4,019 shares.

            Fiduciary positions
            Chairman of the boards of Hydrema Holding ApS, Bogballe A/S and Bogballe Investment A/S, Ellepot A/S and Ellegaard Investment I ApS, Guldager A/S and CapHold Guldager ApS, Robco Engineering A/S and Robco Engineering Investment A/S, Arminox A/S and Arminox Investment A/S, Bjerringbro-Silkeborg Håndbold A/S - and PCH Engineering A/S and PCH Investment A/S.

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

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


             * Company listed on a stock exchange.

            Competencies
            Education:
            1984-1985 - ACPMM, University of Cambridge
            1983 - BSc Engineering, The Engineering Academy of Denmark

            Former positions:
            2007-2013 - Group President, Grundfos Group and Managing Director, Grundfos Holding A/S
            2006-2007 - Acting CEO, Grundfos Management A/S
            2003-2006 - Deputy CEO, Grundfos Management A/S
            2000-2003 - EVP, Production & Logistics, Grundfos Management A/S
            1997-2000 - SVP, International Production, Grundfos Management A/S
            1994-1997 - Product Line Director, Danfoss A/S
            1989-1994 - Plant Manager, Danfoss A/S
            1985-1989 - Project Manager, Danfoss A/S
            365体育官方网站 1983-1984 - Engineer & Trainee, Danfoss A/S

            Special competencies:
            365体育官方网站 Mr Bjerg has the following competencies which specifically are essential to the work of the Board of Vestas Wind Systems A/S: In-depth knowledge of managing an international group including thorough knowledge of R&D, manufacturing, and strategic management.


            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
            Member of the Board since 2012 and re-elected for subsequent terms, most recently in 2019. Term of office expires in 2020.
            Chairman of the company’s Board since 2012.
            Chairman of the Nomination & Compensation Committee.
            Member of the Audit Committee.
            Meets the definition of independence as set out by the Danish Corporate Governance Committee.

            Shareholding
            Vestas shareholding: 14,600 shares*. 

            Fiduciary positions
            Chairman of the boards of Sigma Connectivity AB and TDC A/S.

            365体育官方网站Member of the boards of Essity AB**, Saab Group AB**, and Svenska Cellulosa Aktiebolaget SCA**.


            * The mentioned number of shares includes own and related parties’ total shareholding.
            ** Company listed on a stock exchange.



            Competencies
            Education:
            1985-1986 - Courses in International Management, Marketing and Finance at INSEAD University
            1979-1980 - Engineer in the Swedish Marines from Berga
            1976-1979 - Degree in Electronic Engineering

            Former positions:
            2009-2012 - President & CEO, Sony Mobile Communications AB
            2008-2009 - Head of Ericsson Silicon Valley, Telefonaktiebolaget LM Ericsson
            2004-2008 - Executive Vice President of Sales and Marketing, LM Ericsson Group
            2003-2004 - Senior Vice President of Group function Sales and Marketing, LM Ericsson Group
            2002-2003 - Head of Business Unit Systems, LM Ericsson Group
            2001-2002 - Head of Business Unit Global Services, LM Ericsson Group
            2000-2004 - Executive Vice President of Division Global Services, LM Ericsson Group
            1999-2000 - Executive Vice President of Ericsson Services, LM Ericsson Group
            1996-2000 - Head of Enterprise Services, LM Ericsson Group
            1980-1996 - Various management positions at Digital Equipment Corporation and Data General Corp

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

            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.

            Members of the Committee

            Bert Nordberg

            Chairman of the Board of Directors

            Bert Nordberg

            Born: 23 March 1956
            Nationality: Swedish
            Resident: Sweden
            365体育官方网站 Position: Professional board member

            Position with Vestas Wind Systems A/S
            Member of the Board since 2012 and re-elected for subsequent terms, most recently in 2019. Term of office expires in 2020.
            Chairman of the company’s Board since 2012.
            Chairman of the Nomination & Compensation Committee.
            Member of the Audit Committee.
            Meets the definition of independence as set out by the Danish Corporate Governance Committee.

            Shareholding
            365体育官方网站Vestas shareholding: 14,600 shares*. 

            Fiduciary positions
            Chairman of the boards of Sigma Connectivity AB and TDC A/S.

            365体育官方网站Member of the boards of Essity AB**, Saab Group AB**, and Svenska Cellulosa Aktiebolaget SCA**.


            * The mentioned number of shares includes own and related parties’ total shareholding.
            ** Company listed on a stock exchange.



            Competencies
            Education:
            1985-1986 - Courses in International Management, Marketing and Finance at INSEAD University
            1979-1980 - Engineer in the Swedish Marines from Berga
            1976-1979 - Degree in Electronic Engineering

            Former positions:
            2009-2012 - President & CEO, Sony Mobile Communications AB
            2008-2009 - Head of Ericsson Silicon Valley, Telefonaktiebolaget LM Ericsson
            2004-2008 - Executive Vice President of Sales and Marketing, LM Ericsson Group
            2003-2004 - Senior Vice President of Group function Sales and Marketing, LM Ericsson Group
            2002-2003 - Head of Business Unit Systems, LM Ericsson Group
            2001-2002 - Head of Business Unit Global Services, LM Ericsson Group
            2000-2004 - Executive Vice President of Division Global Services, LM Ericsson Group
            1999-2000 - Executive Vice President of Ericsson Services, LM Ericsson Group
            1996-2000 - Head of Enterprise Services, LM Ericsson Group
            1980-1996 - Various management positions at Digital Equipment Corporation and Data General Corp

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

            Lars Josefsson

            Deputy Chairman of the Board of Directors

            365体育官方网站

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

            Position with Vestas Wind Systems A/S
            Member of the Board since 2012 and re-elected for subsequent terms, most recently in 2019. Term of office expires in 2020.
            Deputy Chairman since 2012.
            Chairman of the Technology & Manufacturing Committee.
            Member of the Nomination & Compensation Committee.
            eets the definition of independence as set out by the Danish Corporate Governance Committee.

            Shareholding
            Vestas shareholding: 3,500 shares.

            Fiduciary positions
            365体育官方网站Chairman of the Board of TimeZynk AB.

            365体育官方网站Member of the Boards of Holmen AB*, Metso Oyj*, and Ouman Oy.

            *) Company listed on a stock exchange.

             


            Competencies
            Education:
            1990 - International Advanced Management Programme (IAMP)
            1984-1985 - Degree in Business Economics, University of Uppsala
            365体育官方网站 1973-1977 - Master of Science, School of Engineering Physics, Chalmers University of Technology

            Former positions: 
            2012-2013 - CEO, Micronic Mydata AB
            2011-2012 - CEO, Alimak Hek AB
            2004-2011 - President, Sandvik Mining and Construction
            2003-2004 - President, Siemens Industrial Turbines AB
            1999-2003 - President, ALSTOM Power Sweden AB
            1977-1999 - Various management positions at ABB

            Special competencies:
            365体育官方网站 Mr Josefsson has the following competencies which specifically are essential to the work of the Board of Vestas Wind Systems A/S: In-depth knowledge of managing international companies including research and development, technology and production.

            Helle Thorning-Schmidt

            Member of the Board of Directors

            365体育官方网站

            Helle Thorning-Schmidt 
            Born: 14 December 1966
            Nationality: Danish
            Resident: United Kingdom
            365体育官方网站 Position: Professional board member  

            Position with Vestas Wind Systems A/S
            Member of the Board since April 2019. Term of office expires in 2020.
            Member of the Nomination & Compensation Committee.
            365体育官方网站 Meets the definition of independence as set out by the Danish Corporate Governance Committee.  

            Shareholding
            Vestas shareholding: 0 shares. 

            Fiduciary positions  
            Chair of the board of SelectionF ApS.

            365体育官方网站Member of the boards of Carsoe Group A/S, DJE Holdings Limited, SafeLane Global Limited, and The Fertility Partnership Limited.

            Positions of trust 
            365体育官方网站Chair of the board of Danish Football Union’s (DBU) Governance and Development Committee.

            365体育官方网站Member of the boards of Islamic Development Bank and Schwab Foundation for Social Entrepreneurship.

            Members of the advisory boards of Algebris Research & Policy Forum, Atlantic Council, Council on Foreign Relations, and US Council on Foreign Relations.

            Members of the councils of 21st Century Council – The Bergguen Institute and European Council on Foreign Relations.

            Member of the board trustee of the International Crisis Group.

            365体育官方网站Member of the International Commission of Financing Global Education Opportunity.


            Competencies
            Education: 
            1992-1993 - Master’s Degree in European Studies from the College of Europe in Bruges
            1987-1994 - Master’s Degree in Political Science from the University of Copenhagen

            Former positions:
            2016-2019 - CEO, Save the Children International
            2011-2015 - Prime Minister of Denmark
            2005-2015 - Member of Danish Parliament and leader of the Social Democratic Party
            1999-2004 - Member of the European Parliament

            Special competencies 
            Ms Thorning-Schmidt has the following competencies which specifically is essential to the work of the Board 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.

            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

            Position with Vestas Wind Systems A/S
            Member of the Board since 2019. Term of office expires in 2020.
            Elected by the Board as a member of the Nomination & Compensation Committee.
            Meets the definition of independence as set out by the Danish Corporate Governance Committee.

            Shareholding 
            Vestas shareholding: 2,000 shares. 

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

            365体育官方网站Deputy chairman of the board of Edlund A/S. 

            Member of the boards of Danmarks Nationalbank, Ecole Polytechnique, KMD Venture A/S, LEGO A/S, and four subsidiaries of the KMD Holding ApS. 

            Positions of trust
            Member of the board of Technical University of Denmark.

            Competencies
            Education:
            1994-1995 - MBA program, INSEAD University
            1988-1992 - Master of Mechanical Engineering, Technical University of Denmark
            1990-1991 - Master studies, Economics, École Centrale Paris

            Former positions:
            2012-2017 - Senior Executive Vice-President, TDC A/S
            2009-2011 - Chief of Staff, TDC A/S
            2007-2009 - Chief Strategy Officer and member of Group Management, TDC A/S
            1998-2007 - Partner, McKinsey & Co.
            1993-1998 - Consultant and Engagement Manager, McKinsey & Co. 

            Special competencies: 
            Ms Berneke has the following competencies which specifically is essential to the work of the Board 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.

            The Technology & Manufacturing Committee

            365体育官方网站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.

            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
            Member of the Board since 2012 and re-elected for subsequent terms, most recently in 2019. Term of office expires in 2020.
            Deputy Chairman since 2012.
            Chairman of the Technology & Manufacturing Committee.
            Member of the Nomination & Compensation Committee.
            eets the definition of independence as set out by the Danish Corporate Governance Committee.

            Shareholding
            365体育官方网站Vestas shareholding: 3,500 shares.

            Fiduciary positions
            Chairman of the Board of TimeZynk AB.

            Member of the Boards of Holmen AB*, Metso Oyj*, and Ouman Oy.

            *) Company listed on a stock exchange.

             


            Competencies
            Education:
            1990 - International Advanced Management Programme (IAMP)
            1984-1985 - Degree in Business Economics, University of Uppsala
            1973-1977 - Master of Science, School of Engineering Physics, Chalmers University of Technology

            Former positions: 
            2012-2013 - CEO, Micronic Mydata AB
            2011-2012 - CEO, Alimak Hek AB
            2004-2011 - President, Sandvik Mining and Construction
            2003-2004 - President, Siemens Industrial Turbines AB
            1999-2003 - President, ALSTOM Power Sweden AB
            1977-1999 - Various management positions at ABB

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

            Carsten Bjerg

            Member of the Board of Directors

            365体育官方网站

            Carsten Bjerg

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

            Position with Vestas Wind Systems A/S
            Member of the Board since 2011 and re-elected for subsequent terms, most recently in 2019. Term of office expires in 2020.
            Member of the Technology & Manufacturing Committee.
            Member of the Audit Committee.
            Meets the definition of independence as set out by the Danish Corporate Governance Committee.

            Shareholding
            Vestas shareholding: 4,019 shares.

            Fiduciary positions
            Chairman of the boards of Hydrema Holding ApS, Bogballe A/S and Bogballe Investment A/S, Ellepot A/S and Ellegaard Investment I ApS, Guldager A/S and CapHold Guldager ApS, Robco Engineering A/S and Robco Engineering Investment A/S, Arminox A/S and Arminox Investment A/S, Bjerringbro-Silkeborg Håndbold A/S - and PCH Engineering A/S and PCH Investment A/S.

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

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


             * Company listed on a stock exchange.

            Competencies
            Education:
            1984-1985 - ACPMM, University of Cambridge
            365体育官方网站 1983 - BSc Engineering, The Engineering Academy of Denmark

            Former positions:
            2007-2013 - Group President, Grundfos Group and Managing Director, Grundfos Holding A/S
            2006-2007 - Acting CEO, Grundfos Management A/S
            2003-2006 - Deputy CEO, Grundfos Management A/S
            2000-2003 - EVP, Production & Logistics, Grundfos Management A/S
            1997-2000 - SVP, International Production, Grundfos Management A/S
            1994-1997 - Product Line Director, Danfoss A/S
            1989-1994 - Plant Manager, Danfoss A/S
            1985-1989 - Project Manager, Danfoss A/S
            1983-1984 - Engineer & Trainee, Danfoss A/S

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


            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
            Member of the Board since 2019. Term of office expires in 2020.
            Member of the Technology & Manufacturing Committee.
            Meets the definition of independence as set out by the Danish Corporate Governance Committee.

            Shareholding
            365体育官方网站Vestas shareholding: 0 shares. 

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

            Deputy chairman of the board of CosmosID, Inc.  

            365体育官方网站Member of the boards of RiverMeadow LLC and Swedish-American Chamber of Commerce, Inc. 

            Positions of trust
            Chairman of the board of Hand in Hand International.

            Competencies
            Education:
            1981-1984 PhD Cand. Industrial Management, Chalmers University of Technology
            365体育官方网站 1977-1981 MSc., Business Economics, University of Gothenburg

            Former positions:
            1995-1997 President, Arthur D. Little North America
            365体育官方网站 1993-1995 President, Arthur D. Little Scandinavia

            Special competencies: 
            365体育官方网站 Mr Grant has the following competencies which specifically is essential to the work of the Board 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.

            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.

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

            365体育官方网站The Executive Management consists of: 

            • Henrik Andersen, Group President & CEO (registered with the Danish Business Authority)
            • Marika Fredriksson, Executive Vice President & CFO(registered with the Danish Business Authority)
            • Anders Vedel, Executive Vice President & CTO 
            • Tommy Rahbek Nielsen, Interim Executive Vice President & COO 
            • Juan Araluce, Executive Vice President & CSO (Sales) 
            • Christian Venderby, Executive Vice President & CSO (Service)
            • Kerstin Knapp, Executive Vice President & CPCO
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                Profile of the registered members of the Executive Management

                Henrik Andersen

                Group President & CEO

                Henrik Andersen

                Born: 31 December 1967
                Nationality: Danish
                Resident: Denmark
                Position: Group President & CEO of Vestas Wind Systems A/S (DK)

                Shareholding
                Vestas shareholding: 12,125*. 

                Competencies 
                Education
                1993-1997 Master in Law, University of Aarhus (DK)
                1988-1992 365体育官方网站Graduate Diploma in International Business, Aarhus School of Business (DK) 

                Former positions 
                2016-2019 Group President & CEO, Hempel A/S (DK)
                2013-2015 Group Chief Operating Officer, EMEA, ISS A/S (DK)
                2011-2013 Group Chief Financial Officer, ISS A/S (DK)
                2009-2011 Country Manager, ISS A/S (UK)
                2000-2009 Various management positions in the ISS Group
                1995-2000 Director Corporate Clients, Jyske Markets, Jyske Bank A/S (DK)
                1986-1995 365体育官方网站Various positions, Jyske Bank A/S and Sparekassen SDS (DK)

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

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

                Positions of trust
                365体育官方网站Chairman of the audit committee of H. Lundbeck A/S** (DK).

                365体育官方网站Member of The investment committee of Maj Invest Equity 4 & 5 K/S (DK).


                ** Company listed on a stock exchange.

                Marika Fredriksson

                Executive Vice President & CFO

                365体育官方网站

                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

                365体育官方网站Vestas shareholding: 39,765 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

                365体育官方网站Chairman of SSAB's audit committee (SE). Member of the Axcel Advisory Board (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

                365体育官方网站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 approved by the Board of Directors.

                Share-based incentives

                365体育官方网站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.

                Governance principles

                What is corporate governance for Vestas?

                To Vestas Wind Systems A/S’ Board of Directors (the Board) corporate governance is not just a set of rules but a constant process. Consequently, the Board 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

                365体育官方网站 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 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.

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                  Profitable Growth for Vestas


                  Strategy - Profitable growth for Vestas

                  Vision 365体育官方网站- 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. 

                  365体育官方网站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, 

                  365体育官方网站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.

                  Read more in the Annual report 2019

                  Code of Conduct

                  365体育官方网站Vestas is a company with employees and business partners from various different cultural backgrounds, religious beliefs, and political convictions. As we continue to grow it becomes increasingly important to operate with a formal set of common values that reflect Vestas’ way of doing things. 

                  The purpose of Vestas’ Employee Code of Conduct and Business Partner Code of Conduct is to ensure that, respectively, all employees and business partners understand the rules and principles for acting with integrity at Vestas, and when working with Vestas as a business partner. 

                  Vestas’ Codes of Conduct also sets the framework for the work supporting the principles of the UN Global Compact.


                  We act with integrity

                  365体育官方网站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 70 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.

                  365体育官方网站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.

                  Risk management
                  365体育官方网站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.

                  Read more: Risk management 2019365体育官方网站 (pdf, from Annual report 2019)

                  Financial reporting risk

                  365体育官方网站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. 

                  365体育官方网站As part of the financial risk assessment, the Board 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

                  365体育官方网站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. 

                  365体育官方网站Furthermore, the activities must help ensure that any errors, deviations, and shortcomings are prevented, discovered, and rectified.

                  365体育官方网站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

                  365体育官方网站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 2019 (pdf) 
                  Annual report 2019 - 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.

                  365体育官方网站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 2019 251
                   Financial year 2018  195
                   Financial year 2017
                   262
                   Financial year 2016
                   212
                   Financial year 2015
                   184


                  Corporate documents

                  365体育官方网站In this section we have gathered various documents dealing with rules, regulations and governing principles, that are followed by Vestas Wind Systems A/S

                  Governance reports

                  Statutory report on corporate governance
                  365体育官方网站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 corporate governance 2019 (pdf)

                  Statutory report on gender distribution
                  365体育官方网站 Pursuant to the Danish Financial Statements Act section 99b Vestas prepares a statutory report on gender distribution.

                  Statutory report on gender distribution 2019 (pdf)


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