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Board Committees

The Audit Committee consists of four members of the Supervisory Board: Donna Cordner (Chairwoman), Richard Burrows, Lars Rebien Sørensen and Nina Smith. All members except Nina Smith qualify as being independent of the Company and all four members possess the relevant financial expertise.

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, which is approved by the Supervisory Board prior to the beginning of each financial year.

In accordance with its Terms of Reference and the annual meeting plan, the Audit Committee monitors the financial reporting process, the effectiveness of the internal control and risk management systems, the internal audit function and 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 are held prior to the approval and announcement of external financial reporting.

All agendas, minutes, exhibits and other material are made available to the Supervisory Board, internal and external auditors and the Executive Board. Further, the Audit Committee Chairman reports at each Supervisory Board meeting on the key findings and conclusions from the previous Audit Committee meeting.

At each Audit Committee meeting, the Audit Committee examines relevant issues with the external auditors and the head of Group Internal Audit. The heads of Group Finance and Group Accounting are also invited to participate in Audit Committee meetings and in addition, the Committee invites other relevant function heads from the Carlsberg Group organisation depending on the topics discussed in a given meeting.

The specific activities and key focus points of the Committee in a given year are described in the corporate governance section of the relevant Annual Report.

The Nomination Committee consists of three members of the Supervisory Board: Flemming Besenbacher (Chairman), Lars Rebien Sørensen and Richard Burrows. Lars Rebien Sørensen and Richard Burrows are independent of the Company as defined in the recommendations.

The Nomination Committee works according to Terms of Reference, which are reviewed and approved annually by the Supervisory Board.

The Committee works with succession planning on both Executive Board and Supervisory Board level including advice and recommendations to the Supervisory Board with regard to candidates for the Executive and the Supervisory Board, Further, the Committee considers succession planning at ExCom level as well.

The specific activities and key focus points of the Committee in a given year are described in the corporate governance section of the relevant Annual Report.

The Remuneration Committee consists of three members of the Supervisory Board: Richard Burrows (Chairman), Lars Rebien Sørensen and Magdi Batato. All qualify as being independent of the Company as defined in the recommendations.

The Remuneration Committee is responsible for the Remuneration Policy (including the general guidelines for incentive programmes) for all members of the Supervisory Board and the Executive Board, for recommending proposals on changes to the Remuneration Policy, and for obtaining the approval of the Supervisory Board prior to seeking shareholders’ approval at the Annual General Meeting.

The Committee is responsible for making proposals to the Supervisory Board on the actual structure and content of the remuneration packages of the members of the Supervisory Board and the Executive Board, in accordance with the policy approved by the shareholders.

The Committee monitors and advises the Supervisory Board on any major changes to the policy on senior employee remuneration structures for the Group, including for the Executive Committee. The Remuneration Committee works according to Terms of Reference, which are reviewed and approved annually by the Supervisory Board.

The specific activities and key focus points of the Committee in a given year are further described in the remuneration report section of the relevant Annual Report.

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