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 Board of Directors consists of members elected by the shareholders and members elected by the employees.
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 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.
In August 2024, William Fehrman announced that he will step down from his board positions with effect as of 14 August 2024 to avoid any potential conflict of interest.
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.
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.
| 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 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:
| 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.
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.
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
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