Audit-Committee-Charterdec2008

Charter of the Audit Committee of the Board of Directors of Novo Nordisk A/S 1. Status The Audit Committee is a committee of the Board of Directors established in accordance with Section 3.3 of the Rules of Procedure of the Board of Directors of Novo Nordisk A/S. 2. Purpose The Audit Committee shall assist the Board of Directors with the oversight of: a) the external auditors b) the internal audit function c) the procedure for handling complaints regarding accounting, internal accounting controls, auditing or financial reporting matters and business ethics matters (whistleblowing) d) the financial reporting process including the effectiveness of the systems of internal controls, risk management and the accounting policies e) post completion reviews and post investment reviews of investments f) other tasks 3. Membership The Audit Committee shall normally consist of three members. Members of the Audit Committee are elected for a one year term by and among the members of the Board of Directors. Election usually takes place at the board meeting following the Annual General Meeting. However, any member of the Audit Committee can be removed by the Board of Directors at any time. Each member of the Audit Committee shall qualify as independent as defined by the US Securities and Exchange Commission (SEC). One of the members of the Audit Committee shall be designated by the Board of Directors as Chairman of the Audit Committee ...