Board of Directors
Here you will find relevant information about Vestas Wind Systems A/S' Board of Directors - how they are elected, their remuneration, composition of the Board, etc.
The Board lead us
- on our journey to become Global Leader in Sustainable Energy Solutions
The shareholders have decided that the company must be managed by a board composed of five to 10 members, elected by the shareholderss and may be recommended for election by our shareholders or by the Board.
In addition, the Board includes members elected by our employees under the relevant provisions of the Danish Companies Act, equaling half of the shareholder-elected members.
The Board of Directors of Vestas Wind Systems A/S 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.
Pursuant to Vestas Wind Systems A/S’ Articles of Association, the Board of Directors (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.
Recruitment Criteria
In connection with the election of board members by the general meeting, the retiring Board shall nominate candidates for the vacant offices on the Board, to ensure that the shareholders are able to elect a continuing Board. When proposing candidates for board membership, the Board strives to ensure that the Board:
- 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 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.
Annual General Meeting 2024
At the Annual General Meeting on 9 April 2024, the shareholders re-elected Anders Runevad, Eva Merete Søfelde Berneke, Helle Thorning-Schmidt, Karl-Henrik Sundström, and Lena Olving as members of the Board. William Fehrman and Henriette Thygesen were elected as new members of the Board.
Elected by the shareholders
| 2024 | 2023 | 2022 | |
| Female | 4 (57%) | 3 (43%) | 3 (37.5%) |
| Male | 3 (43%) | 4 (57%) | 5 (62.5%) |
The Board’s most important duties are, among others: 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.
Policies, rules, guidelines, etc.
- Description:
- Articles of Association
- File title:
- Articles of Association
- Description:
- Rules of Procedure for the Board of Directors
- File title:
- Rules of Procedure for the Board
- Description:
- Vestas Remuneration Policy
- File title:
- Remuneration Policy
- Description:
- Charter of the Nomination and Compensation Committee
- File title:
- Charter of the Nomination & Compensation Committee
- Description:
- Charter of the Technology & Manufacturing Committee
- File title:
- Charter of the Technology & Manufacturing Committee
- Description:
- Charter of the Audit Committee
- File title:
- Charter of the Audit Committee
The Board needs to be able to guide Vestas on its journey to become Global Leader in Sustainable Energy Solutions.
The Board of Directors (the Board) should possess, collectively, and individually the following competences to be able to guide Vestas on its journey to become Global Leader in Sustainable Energy Solutions.
Each member of the Board should have the following competences:
- show accountability, collaboration, simplicity, and passion,
- be able to act independently of special interests, and
- match the company’s situation (developing, expanding, M&A phase, etc.).
The Board needs also collectively demonstrate knowledge of:
- the industry,
- international business; accounting, financial, and capital markets,
- strategic operations,
- sustainability (CSR),
- change management and governance,
- R&D, manufacturing, logistics,
- services and infrastructure,
- digitalisation,
- M&A,
- restructuring, and
- HR, people leadership.
Furthermore, the Board needs to:
- reflect the competences and experience required in order to manage a listed company and enable that we fulfil our obligations as a listed company and
- represents a balance between continuity and renewal.
The Board holds at least five meetings a year, including a strategy seminar.
| Board | Audit | Nomination & Compensation | Technology & Manufacturing | |
|---|---|---|---|---|
| Number of meetings in 2023 | 10 | 5 | 4 | 4 |
| Elected by shareholders | ||||
| Anders Erik Runevad | 10/10 | - | 4/4 | 4/4 |
| Karl-Henrik Sundström | 10/10 | 5/5 | 4/4 | .- |
| Bruce Grant | 8/10 | - | - | 4/4 |
| Eva Merete Søfelde Berneke | 8/10 | 5/5 | 4/4 | - |
| Helle Thorning-Schmidt | 10/10 | - | 4/4 | - |
| Kentaro Hosomi | 10/10 | 3/3 | - | - |
| Lena Olving | 9/10 | - | - | 4/4 |
| Elected by employees | ||||
| Claus Skov Christensen | 10/10 | |||
| Michael Lisbjerg | 10/10 | |||
| Pia Kirk Jensen | 10/10 | |||
| Sussie Dvinge | 9/10 |
The first figure represents attendance and the second figure the possible number of meetings. In cases where a board member was appointed during the year, only meetings in that member’s active board period are shown.
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 of Directors (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.
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:
| Board fee1 | Committee fee1 | |
| Member2 | DKK 473,382 | DKK 278,460 |
| Chair | DKK 1,420,146 | DKK 501,228 |
| Deputy Chair | DKK 946,764 | - |
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.
In 2024, the annual board evaluation was facilitated by an external consultancy firm
Equal gender distribution
On 9 April 2024, our shareholders elected four female and three male board members, achieving equal gender distribution as defined by the Danish Business Authorities. Furthermore, all three board committees have equal gender distribution. On 14 August 2024, William Fehrman stepped down as member of the Board, cf. company announcement no. 14/2024..
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 three female members. The employee elected members consists of two male and two female members.
It is crucial that we have the right members of our Board with the right competences to lead us on the journey to become Global Leader in Sustainable Energy Solutions, and a Board that can create long-term value, promotes a good culture, and sound values in the company.
Board profiles
Board members
Our Board Committees
The purpose of our board committees is to prepare decisions and recommendations for evaluation and approval by the entire Board. The committees are not authorised to make independent decisions; instead they report and make recommendations to the combined Board.
Election of members
The committees consist of at least three members, who are elected for a one-year term by and among the members of our Board.
The elections usually take place at the board meeting following the annual general meeting. However, the Board can remove any member of the committees at any time. The majority of the members of the committees shall qualify as independent.
The Board shall designate one of the members of each committee as Chair.
Board Committees - 2024
Audit Committee
Mr Karl-Henrik Sundström, Chair
Ms Eva Merete Søfelde Berneke
Ms Henriette Thygesen
Technology & Manufacturing Committee
Ms Lena Olving, Chair
Mr Anders Runevad
Nomination & Compensation Committee
Mr Anders Runevad, Chair
Ms Eva Merete Søfelde Berneke
Ms Helle Thorning-Schmidt
Mr Karl-Henrik Sundström