In March 2009, the Supervisory Board established an Audit Committee in accordance with the Danish Act on Approved Auditors and Audit Firms. In 2010, the Audit Committee consisted of three members of the Supervisory Board (Jess Søderberg, Chairman, Povl Krogsgaard-Larsen and Richard Burrows). Jess Søderberg and Richard Burrows both qualify as being independent of the Company and both possess the relevant financial expertise. The Audit Committee is appointed for one year at a time.

The Audit Committee works according to Terms of Reference, which are reviewed and approved annually by the Supervisory Board, and a detailed annual meeting plan approved by the Supervisory Board prior to the beginning of each financial year.

In 2010, the Audit Committee held five meetings. All members participated in all meetings except for one meeting at which one member was absent. In accordance with its Terms of Reference and annual meeting plan, the Audit Committee primarily a) monitors the financial reporting process, b) monitors the effectiveness of the internal control and risk management systems, c) monitors the internal audit function, and d) monitors the external audit of financial reporting and the independence of the external audit. In accordance with the Terms of Reference, four of the Audit Committee meetings were held prior to approval and announcement of the external financial reporting. In addition, and in accordance with the Terms of Reference, all minutes and material have been made available to the Supervisory Board, internal and external auditors and the Executive Board. The Audit Committee Chairman has also reported at each Supervisory Board meeting on the key findings and conclusions from the preceding Audit Committee meeting.

At each Audit Committee meeting, the Audit Committee goes through relevant issues with the external auditors and the head of Group Internal Audit, and the Committee invites other relevant function heads from the Carlsberg organisation depending on the topics being discussed at the meeting. The heads of Group Finance and Group Accounting are usually invited to participate in the Audit Committee meetings. In 2010, the Audit Committee held meetings with the external auditors and Group Internal Audit as well as with other relevant function heads without the presence of the Executive Board of the Company.


Nomination Committee

In December 2010 the Supervisory Board decided to establish a Nomination Committee. The Committee consists of three members (Povl Krogsgaard-Larsen, Chairman, Jess Søderberg and Kees van der Graaf). Jess Søderberg and Kees van der Graaf both qualify as being independent of the Company. The Committee did not have any meetings in 2010. The Committee works in accordance with Terms of Reference which have been established by the Supervisory Board and will be reviewed annually.

 

Remuneration Committee

In December 2010 the Supervisory Board decided to establish a Remuneration Committee. The Committee consists of four members (Richard Burrows, Chairman, Povl Krogsgaard-Larsen, Jess Søderberg and Kees van der Graaf). Richard Burrows, Jess Søderberg and Kees van der Graaf all qualify as being independent of the Company. The Committee did not have any meetings in 2010. The Committee works in accordance with Terms of Reference which have been established by the Supervisory Board and will be reviewed annually.