The Supervisory Boards of the Parent Company, Carlsberg A/S, and of the other companies in the Group ensure that their Executive Boards observe the goals, strategies and business procedures established by the Supervisory Boards. Information from the Executive Boards of the various companies is provided systematically at meetings as well as in written and oral reports covering areas such as market developments and the companies’ performance, profitability and financial position.
The Supervisory Board of Carlsberg A/S held seven meetings in 2010 and a two-day strategy session. Four meetings and the strategy session were attended by all Supervisory Board members, while three members had to be excused from attending one meeting each during the year. According to its Rules of Procedure, the Supervisory Board meets at least six times a year in addition to an annual strategy meeting at which the Company’s strategy and overall organisation are discussed. In between its ordinary meetings, the Supervisory Board receives written information on the Company’s operations and financial position. Extraordinary meetings are convened if necessary. The Supervisory Board decides on major investments and divestments, the size and composition of the Company’s capital base, long-term obligations, significant policies, control and audit issues, risk management and significant operational matters.
The Supervisory Board’s Rules of Procedure set out the procedures for the Executive Board’s reporting to the Supervisory Board and for any other communication between the two bodies. The Rules of Procedure are reviewed annually by the Supervisory Board and adjusted if required.
The Chairman and Deputy Chairman of the Supervisory Board constitute the Chairmanship, which organises meetings of the Supervisory Board in cooperation with the Executive Board. The Chairmanship held six meetings in 2010 and they were all attended by both the Chairman and the Deputy Chairman. The specific duties of the Chairman and – in his absence – the Deputy Chairman are set out in the Rules of Procedure.
Each year the Chairman of the Supervisory Board heads a structured evaluation of the Board’s work, accomplishments and composition in a structured dialogue with each board member. This evaluation also includes the cooperation between the Supervisory Board and the Executive Board, and the work, accomplishments and composition of the Executive Board. Finally, the process includes a meeting without the presence of the Chairman (or the Executive Board) at which the performance of the Chairman is discussed. During the evaluation process in 2010 the Supervisory Board members generally expressed that they were very content with the structure and function of the Supervisory Board and, in particular, with the detailed meeting planning, the amount and quality of meeting material and the presentation of issues by the Executive Board and the subsequent open discussions at the Supervisory Board meetings. The process led to a few suggestions for changes which have been incorporated in the changes to the corporate governance position as described in the section above on Recommendations on Corporate Governance.
The Supervisory Board considers regularly – and at least once a year – whether its members’ expertise should be updated or strengthened with respect to their duties.