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The role and responsibilities of the Board of Directors

The Board of Directors is the Lundbeck Foundation’s executive management and is composed of 11 members. The responsibilities, composition and remits of the Board are defined in the Foundation’s statutes. The Board appoints the CEO of the Lundbeck Foundation.

The work of the Board is presided over by the Chair of the Board. 

 

A Board evaluation is conducted annually in which the Board assesses whether the Board members collectively possess the right competences for fulfilling the Board’s remits.

If there is a need for new members, for instance, because a member may not sit on the Board for more than 12 years, the Chair and Vice-Chair nominate new members of the Board. If more specific skills are required, the Chair of the Foundation’s Grants & Prizes Committee or the Chair of the Investment Committee participates in the nomination process. External consultants are usually involved in the selection process.

Four of the Board members are employee representatives of the subsidiaries (H. Lundbeck, ALK and Falck). There are two representatives of Falck, one of Lundbeck and one of ALK. The employee representatives are elected for a four-year term. The next elections to the Board will be in 2026. 

The Lundbeck Foundation’s Board is represented by two members of the boards of H. Lundbeck, ALK and Falck, respectively. One member is the Lundbeck Foundation’s CEO, who is also the Vice-Chair of the boards of the subsidiaries. The other member is an ordinary Board member (but not an employee representative).

None of the Lundbeck Foundation’s Board members sit or have sat on the executive boards of H. Lundbeck, ALK or Falck. This also applies to current or former members of the Foundation’s Executive Board.

Board members are elected for one year at a time.

The Foundation has selected a term shorter than that stipulated in the Danish Business Authority’s Recommendations on Foundation Governance. Instead, the Lundbeck Foundation has opted to comply with the practice of listed companies and the Danish Business Authority’s Recommendations on Corporate Governance. This ensures better potential for regular evaluation of the performance of Board members. 

Board members who have served on the Board for up to 12 years may not be re-elected. However, the Board of Directors may depart from this rule should the competency profile of the Board so dictate.

Board members who have reached the age of 75 may not be appointed or reappointed to the Board of Directors. However, the Board of Directors may depart from this rule should the competency profile of the Board of Directors so dictate. The work of the Executive Board is evaluated as part of the Board of Directors’ annual self-evaluation process..

Remuneration of board members (2024)

Members of the Board of Directors receive remuneration that is continually benchmarked and equivalent to that of members of the boards of directors of similar Danish foundations. The basic annual fee is DKK 237,500. The Chair of the Board of Directors receives three times the basic fee and the Vice-Chair twice the basic fee.

In addition, the Chair of the Investment Committee receives DKK 427,500 annually and ordinary members receive DKK 285,000 annually. The Chair of the Research and Prize Committee receives DKK 427,500 annually and ordinary members receive DKK 285,000 annually. Members of the Grants and Prizes Panel receive DKK 105,600 annually.

_{(March 12, 2025)}
 

Board members who are also members of the boards of H. Lundbeck, ALK or Falck receive directors’ fees from these companies. The total remuneration for 2024 is listed in the table below.

In 2024, the remuneration of the Foundation’s CEO, Lene Skole, totaled DKK 18.3 million, which includes directors’ fees for the subsidiaries H. Lundbeck, ALK, and Falck and employee benefits worth DKK 0.3 million.

Good foundation governance and transparency

Transparency and openness.

The Lundbeck Foundation's Board of Directors has an annual responsibility to assess whether the Lundbeck Foundation complies with the recommendations of the Danish Committee on Foundation Governance. The aim of the recommendations is to advance good governance of commercial foundations.
 

Impartiality

The Lundbeck Foundation applies the rules and principled codes of conduct governing impartiality described below. These are based on Chapter 2 of the Danish Public Administration Act on impartiality. The impartiality rules have been laid down to ensure the balance between professional expertise, transparency and impartiality in the Lundbeck Foundation’s decisions.

The rules apply to members of the Lundbeck Foundation’s Board of Directors, members of the Foundation’s grant committees, external reviewers, executive management and others who have an influence on the Foundation's grant-award decisions.
 

Guidelines in the event of disqualification

If there is any doubt about the impartiality of an evaluator in a given situation, the chair of the relevant committee or evaluation panel will decide, together with the management, whether the conflict of interest should result in disqualification.

Evaluators disqualified from evaluating a specific application may not make a decision, participate in a decision or participate in any part of the application processing. 

Exceptions

In rare cases, the committee chair and management may decide that the above rules can be set aside if the result of excluding an evaluator would be that the committee loses its evaluation competence or that the scientific composition of the committee becomes subject to substantial misgivings. If the above exception is made, with the approval of the evaluator in question, the remaining evaluators will be advised that a potential conflict of interest exists, what it consists of, and the rationale for permitting the evaluator to participate in evaluation of funding applications.