References in brackets refer to the relevant sections of the Copenhagen Stock Exchange recommendations for good corporate governance:

 

It is recommended that at least half of the members of the Board of Directors elected by the General Meeting be independent. Any person who has close links with a company’s main shareholder is not regarded as independent (V, 4a)

 

Five of the eight members of Carlsberg’s Board of Directors elected by the General Meeting have close links with the Company’s principal shareholder, the Carlsberg Foundation, as they make up the Foundation’s Executive Board. Thus these members are not independent as defined in the recommendations. This has been the situation for many years. The Board of Directors is of the opinion that the combination of members with different academic backgrounds and members with a business background ensures appropriate breadth in the members’ approach to their duties and helps to ensure high-quality deliberation and decisions.

It is recommended that information be provided on managerial positions and directorships at Danish and foreign companies and any other demanding organisational tasks performed by members of the Board of Directors (V, 4d, 2)

 

In accordance with section 107 paragraph 1 of the Danish Financial Statements Act, Carlsberg provides information in its Annual Report on managerial positions at other Danish companies held by members of the Board of Directors. Information is also provided on other significant managerial positions and other organisational tasks performed in Denmark and abroad.

It is recommended that information be provided on shares and options held by the individual members of the Board of Directors in the company in question, and on any changes in these holdings during the financial year (V, 4d, 3)

 

The members of the Board of Directors do not hold any options in the Company. The section on shareholder information in the Annual Report contains information on the Board of Directors’ total holding of shares in the Company, but the Board of Directors does not consider it useful to disclose information on individual members’ holdings.  

It is recommended that the annual report contain detailed information on remuneration policy and the remuneration of the individual members of the Board of Directors and the Executive Board (VI, 2-3 and 6)

Carlsberg’s Annual Report presents information on the Group’s remuneration schemes, the components of remuneration, and the total remuneration of both the Board of Directors and the Executive Board, cf. section 69 of the Danish Financial Statements Act. It is not currently considered useful or reasonable to publish information on the remuneration of individuals. Remuneration schemes (including severance arrangements) and remuneration are believed to be in line with comparable companies.

It is recommended that the exercise price for options granted be higher than the market price at the time they are granted (VI, 4) 

In the current scheme, the exercise price corresponds to the market price during the first five days following the publication of the profit statement for the year.