Corporate Governance

The Board of Directors is elected by the shareholders in general meeting and by the company's employees and is ALK's supreme management body. The Board of Directors defines the objectives, goals and strategies of the company and decides on matters of major significance or of an unusual nature. On behalf of the shareholders, the Board of Directors also supervises the organisation and ensures that the company is managed appropriately and in accordance with legislation and the articles of association. The Board of Directors does not participate in dayto-day management.

Besides undertaking the overall management of the company, the Board of Directors' primary responsibility is to define the strategic framework for the activities and action plans of the company and to have a constructive dialogue with the Board of Management on the implementation of the strategies. The Board of Directors also appoints the Board of Management, sets out its terms and tasks and supervises its work and the company's procedures and responsibilities.

The Board of Directors consists of six members elected by the company's shareholders at the annual general meeting and three members elected by the company's employees. Members appointed by the company's shareholders are elected for one year at a time. According to article 8.3 of the articles of association, members who have attained the age of 70 at the time of the general meeting are not eligible.

The Board of Directors is composed in such a way that its directors are able to act independently of special interests. Two of the members elected by the company's shareholders are also members of the Board of Directors of the Lundbeck Foundation. The majority of the members elected by the shareholders are independent and have no interest in ALK other than the interests they may have as shareholders.

In 2012, the annual general meeting elected one new member of the Board of Directors: Christian Dyvig. The Board of Directors elected a new Chairman and Vice Chairman: Steen Riisgaard and Christian Dyvig, respectively.

Activities and meetings in 2011
In 2011, five meetings of the Board of Directors and one two-day Board seminar were held. The Audit Committee and the Remuneration Committee, both appointed as of 1 April 2011, held two and three meetings, respectively, in 2011.

At the end of the year, the Board of Directors and the Board of Management evaluated the work and the cooperation. The conclusions showed that there was sound cooperation within and between the Board of Management and the Board of Directors, as well as satisfactory individual performance and results.