Work of the Board of Directors

The Boards of Directors of the Parent Company, Carlsberg A/S, and other companies in the Group ensure that their Executive Boards observe the goals, strategies and business procedures established by the Boards of Directors.

Information from the Executive Boards of the various companies is provided systematically at meetings as well as in written and oral reports. These reports cover such areas as external developments and the companies’ performance, profitability and financial position.

The Board of Directors of Carlsberg A/S meets according to a set schedule at least six times a year. An annual strategy meeting is usually held where the Company’s vision, goals and strategy are discussed. In between its ordinary meetings, the Board of Directors receives regular written information on the Company’s operations and position, and extraordinary meetings are convened if the situation calls for it. The Board of Directors held six meetings in 2006.

The Board of Directors decides on issues such as acquisitions, major investments and divestments, the size and composition of the Company’s capital base, long-term obligations, significant policies, control and audit issues, and significant operational matters.

The Board of Directors’ Rules of Procedure set out the procedures for the Executive Board’s reporting to the Board of Directors and for other communication between the two bodies. The Rules of Procedure are reviewed annually by the Board of Directors and adjusted to the Company’s circumstances as required.

The Chairman and Deputy Chairman of the Board of Directors constitute the Chairmanship, which, among other things, organises meetings of the Board of Directors in cooperation with the Company’s Executive Board. The particular duties of the Chairman and – in his absence – the Deputy Chairman are set out in the Rules of Procedure.

In 2006 the Board of Directors introduced a structured annual evaluation of its work, results and composition. This evaluation, headed by the Chairman of the Board, also covers the cooperation between the Board of Directors and the Executive Board, and the work, results and composition of the Executive Board.

The Board of Directors regularly – and at least once a year – considers whether there is reason to update or strengthen its members’ expertise with respect to their duties.

The Board of Directors may appoint committees for specific purposes but has not yet found it necessary to establish any permanent committees.

None of the members of the Board of Directors are involved in the executive management of the Group.