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Novo Nordisk replaces board chair, independent members

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Controlling shareholder Novo Nordisk Foundation gains

power

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Foundation chair Sorensen made Novo chair

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Danish foundation model normally known for providing

stability

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'Would have preferred... more orderly pace', incoming

chair says

(Adds result of vote in paragraph 4, outgoing chairman and

incoming chair quote in paragraphs 5-7)

By Jacob Gronholt-Pedersen and Stine Jacobsen

COPENHAGEN, Nov 14 (Reuters) - Novo Nordisk's

top shareholder forced through an overhaul of the Wegovy-maker's

board at an extraordinary shareholder meeting on Friday,

asserting control in a move that sparked protests by some

investors over governance concerns.

The boardroom shake-up, which erupted when Novo's board

Chair Helge Lund and the independent members stepped down last

month under pressure, has handed unprecedented power to the Novo

Nordisk Foundation, which controls 77% of Novo's voting rights.

The Foundation's chairman, former Novo Nordisk CEO Lars

Rebien Sorensen, was installed as the drugmaker's new chair on

Friday, giving him a dual role unprecedented in the firm's

history and raising concerns about him amassing too much power.

With the Foundation's dominant position, the new board got

over 90% approval in the vote, but a group of key minority

shareholders made protest votes against the overhaul or

abstained from the vote, citing governance concerns.

OUT WITH THE OLD, IN WITH THE NEW

The move comes as Novo Nordisk battles to stabilise its

business after a tumultuous period that has seen multiple profit

warnings, an abrupt change of CEO, a sliding share price, and

weakening sales growth in the lucrative obesity drug market.

Outgoing chair Helge Lund said it had not been possible to

reach a common understanding with the Novo Nordisk Foundation

regarding governance principles and the future composition of

the board, leading to the abrupt departure.

Sorensen told shareholders that the Foundation had wanted a

bigger change at the board level than agreed by the outgoing

members, adding that this was in the best interest of the

company in the long term.

"We would have preferred to make the board changes at a more

orderly pace in connection with the general shareholders meeting

in 2026, but the present board did not agree to that timing,"

Sorensen said.

The Novo Nordisk Foundation controls Novo Nordisk through

its Novo Holdings arm, despite owning only around 28% of the

share capital. Sorensen said he plans to serve as chair for two

to three years.

Novo Nordisk rose to become Europe's most valuable firm

thanks to its blockbuster obesity drug Wegovy, which it launched

in 2021, but has stumbled over the last year amid slowing sales

and intensifying competition from rival Eli Lilly ( LLY ).

Sorensen has criticised the old board for not acting quickly

enough to stem the decline in its key U.S. market. He pushed

over the summer to speed up the naming of a new CEO, Mike

Doustdar, who is spearheading a tough round of layoffs globally.

Novo was first to launch a highly effective weight-loss drug

in 2021, but lost its first-mover advantage as supply

constraints and a string of commercial missteps paved the way

for Eli Lilly ( LLY ) and compounded copycat drugs.

The non-profit Novo Nordisk Foundation, established in 1989

though with roots back to the 1950s, was set up to ensure

financial and strategic stability of the Novo Group while

advancing scientific research and humanitarian causes.

Sorensen's dual role is seen as a test of the

foundation-ownership model designed to provide stability and

used by other big Danish firms like Maersk and Carlsberg.