Board of Directors

Pursuant to Vestas Wind Systems A/S’ Articles of Association, the Board shall consist of five to ten members to be elected by the general meeting for a term of one year. Board members elected by the general meeting may be recommended for election by the shareholders or by the Board.

In addition, the Board includes members elected by our employees under the relevant provisions of the Danish Companies Act.

Annual General Meeting 2025
At the Annual General Meeting on 8 April 2025, the shareholders re-elected Anders Runevad,  Eva Merete Søfelde Berneke, Helle Thorning-Schmidt, Henriette Thygesen, Karl-Henrik Sundström, and Lena Olving as members of the Board. Bruno Bensasson and Claudio Facchin were elected as new members of the Board. 

Employee election 2024
In 2024, the employees re-election Sussie Dvinge, Michael A. Lisbjerg, and Claus Christensen and Louise B. S. Nielsen was elected as new member of the Board. 

The Board is responsible for the overall and strategic management of the company’s affairs, and must ensure proper organisation of the company’s business in accordance with the Articles of Association and applicable law.

Most important duties:

• appointing the Executive Management team;
• laying down guidelines for and exercising control of the work performed by Executive Management team; 
• ensuring responsible organisation of the company’s business; 
• defining the company’s business concept and strategy; 
• ensuring satisfactory financial organisation and reporting; 
• ensuring the necessary procedures for risk management and internal controls; and 
• ensuring that an adequate cap-ital contingency programme is in place at all times.

In cooperation with Executive Management team, the Board establishes and approves overall policies, procedures, and controls in key areas, not least in relation to financial reporting. This requires a well-defined organisational structure, unambiguous reporting lines, authorisation and certification procedures, and adequate segregation of duties. 

Efforts are made to ensure that the remuneration of the Board 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.

Members of the Board receive a fixed cash amount (basic remuneration), which is approved by the General Meeting for the current financial year. The chair receives a triple basic remuneration and the deputy chair receives a double basic remuneration for their extended board duties. Members of the Board receive no incentive remuneration.

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 chair 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.

Board Remuneration 2024

In April 2024, the Annual General Meeting approved the following remuneration levels for the financial year 2024:

_{1) The Company may also pay social security taxes and similar taxes which are being levied by non-Danish authorities in relation to the remuneration for membership of the Board of Directors or board committees.}

_{2) Board members residing outside of Europe will for 2024 receive an additional basic remuneration.}

Board Remuneration 2024

In April 2024, the Annual General Meeting approved the following remuneration levels for the financial year 2024:

_{1) The Company may also pay social security taxes and similar taxes which are being levied by non-Danish authorities in relation to the remuneration for membership of the Board of Directors or board committees.}

^{2) Board members residing outside of Europe will for 2024 receive an additional basic remuneration.}

Once a year, the Board and its committees perform an evaluation of their work. The purpose is to further develop the Board’s efficiency and working procedures. In addition, the evaluation serves as a tool for determining the competence required by the Board, and for analysing the competence that already exists in the Board. The evaluation also serves as input for the Nomination & Compensation Committee’s work on proposing board members.

Equal gender distribution

On 8 April 2025, our shareholders elected four female and four male board members, achieving equal gender distribution as defined by the Danish Business Authorities. Furthermore, all three board committees have equal gender distribution.  

Diversity Within the Board

The Board continuously work to increase diversity within the board. When proposing new board candidates, the Board pursue the goals:

• having several nationalities of both genders
• a diverse age distribution
• equal gender distribution, ref. equal gender distribution according to the Danish Business Authorities' definition 

However, these goals must not compromise the other recruitment criteria..

Today, the Board elected by the general meeting consists of four male members and four female members. The employee elected members consists of two male and two female members.