The Supervisory Board

Composition, Work and Evaluation

Composition of the Supervisory Board

The General Meeting elects the Supervisory Board. The Supervisory Board currently has nine 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 14 members.

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

Seven of the nine members elected by the General Meeting, of which one is the Chair, have an international business background in addition to competences related to FMCG and the drinks industry, 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 People & Culture Committee. These skills are described in the Specification of Competences. The People & Culture 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 Chair and Deputy Chair of the Supervisory Board constitute the Chair Committee. The specific duties of the Chair – and, in his/her absence, the Deputy Chair – 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 Board Evaluation Process

Each year, the Chair of the Supervisory Board heads a structured evaluation of the Board’s work, accomplishments and composition. The evaluation is planned in alignment with the People & Culture Committee and is based on online questionnaires and individual conversations between each Board member and the Chair. An evaluation report summarising conclusions and recommendations is prepared and discussed by the Board and on this basis, an action plan is agreed and followed up throughout the year.

The Supervisory Board continuously considers, based on input from the People & Culture Committee as well as the outcome of Board evaluation process, whether its members’ expertise should be updated or strengthened with respect to their duties, taking into account the Specification of Competencies of the Supervisory Board.

As part of the Board evaluation process, the Deputy Chair heads a session with the Board (without the Chair) dedicated to providing feedback to the Chair in respect of his/her performance. Following this session, the Deputy Chair conveys the conclusions to the Chair.

Approximately, every third year the annual Board evaluation is conducted with the assistance of an external facilitator.

The 2023 evaluation was facilitated by an external consultancy firm and included input from all board members, CEO, CFO and a few other executives. The evaluation covered online questionnaires (completed on anonymous basis), in-depth interviews, mapping of the board's composition and competences, comparison with other boards in similar companies and review of board materials. The Chair also held conversations with each Board member and with members of management. On this basis, an evaluation report with improvement proposals was prepared and discussed among the Board members, management and the external facilitator, and a plan to implement specific actions was agreed. In 2023, the members of the Board again expressed great satisfaction with the work and cooperation in the Board and with the work and results of management, and the Board environment and meetings were described as open and constructive.

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