The Supervisory Board

Composition, Work and Evaluation

Composition of the Supervisory Board

The General Meeting elects the Supervisory Board. The Supervisory Board currently has eight members elected by the General Meeting and five members elected by the employees in accordance with the Danish Companies Act. Consequently, the Supervisory Board has a total of 13 members.

The members elected by the General Meeting are elected individually and for a term of one year. Re-election is possible.

Six of the eight members elected by the General Meeting, of which one is the Chair, have an international business background in addition to competences related to FMCG, digital, finance, ESG, supply chain, procurement and emerging markets. The other two members, of which one is the Deputy chair, are affiliated to the Carlsberg Foundation, the Company’s principal shareholder, and have an academic background. These members are bearers of the Carlsberg Group culture, and the heritage and values stemming from founder J.C. Jacobsen, and the Supervisory Board sees them as patrons of the same.

The employee representatives are elected for a term of four years. They hold the same rights and obligations as the members elected by the General Meeting.

The Supervisory Board believes that the composition of the Board ensures an appropriate level of diversity and breadth in the members’ approach to their duties, thereby helping to ensure that decisions are well considered and that the long-term perspective is duly taken into account.

Each year, the Supervisory Board considers the skills that should be represented on the Supervisory Board on the basis of a recommendation from the Nomination Committee. These skills are described in the Specification of Competences. The Nomination Committee and the Supervisory Board take the description of the required skills into consideration when recommending new candidates for the Supervisory Board.

None of the members of the Supervisory Board are or have been involved in the executive management of the Group.

The Work of the Supervisory Board

The Supervisory Board monitors that the Executive Board observes the goals, strategies and business procedures established by the Board.

The Chairman and Deputy Chairman of the Supervisory Board constitute the Chairmanship. The specific duties of the Chairman – and, in his absence, the Deputy Chairman – are set out in the Rules of Procedure.

The Executive Board always attends the Supervisory Board meetings and, in order to improve transparency, the members of ExCom are also invited to attend when it makes sense. This gives the Supervisory Board better insight into the business.

In connection with most Supervisory Board meetings, the Supervisory Board and ExCom have “Board update” sessions at which key people from the Group present a market, a function or another relevant topic.

Supervisory Bord Evaluation Process

Each year, the Chairman of the Supervisory Board heads a structured evaluation of the Board’s work, accomplishments and composition. In addition, the Supervisory Board considers, based on input from the Nomination Committee as well as the Board evaluation process, whether its members’ expertise should be updated or strengthened with respect to their duties.

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