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The Supervisory Board

Composition and Responsibilities

Composition of the Supervisory Board

The General Meeting elects the Supervisory Board. The Supervisory Board currently has 10 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 15 members.

The members elected by the employees hold the same rights and obligations as the members elected by the General Meeting and are elected for a term of four years. The current employee representatives were elected in 2014. The next election will take place in February 2018. Five of the 10 members elected by the General Meeting are affiliated to the Carlsberg Foundation, the Company’s principal shareholder, and have an academic background, while the other five members have an international business background.  This composition ensures appropriate diversity and breadth in the members’ approach to their duties. The Supervisory Board believes that this also helps to ensure that decisions are well considered.

According to the Articles of Association, the members of the Supervisory Board are elected individually and for a term of one year. Re-election is possible. 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. 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.

Prior to recommending candidates for election at the General Meeting, the Supervisory Board (based on a proposal from the Nomination Committee) distributes a presentation of each candidate’s background, relevant competences and any managerial positions or positions of responsibility, and the Supervisory Board justifies its recommendations on the basis of the recruitment criteria and Specification of Competencies it has laid down.

Diversity

In March 2013, the Supervisory Board adjusted the Company’s objectives for the diversity of the Supervisory Board members elected by the General Meeting in relation to gender and international experience in order to comply with new Danish legislation on objectives to increase the proportion of the underrepresented gender on the Supervisory Board.

The new legislation also requires the Supervisory Board to decide on a policy to increase the proportion of the underrepresented gender in senior management positions. The Supervisory Board believes that members should be chosen for their overall competences. The Supervisory Board also recognises the benefits of a diverse Board in respect of experience, style, culture, international experience and gender. 

On that basis, the Supervisory Board has laid down the following objectives in relation to gender and international experience:

Objectives regarding the proportion of the underrepresented gender on the Supervisory Board

The objective with regard to the proportion of the underrepresented gender on the Supervisory Board (40%) applies to the boards of all Danish Carlsberg Group companies that are required to lay down such objectives. This is currently Carlsberg A/S, Carlsberg Breweries A/S, Carlsberg IT A/S and Carlsberg Danmark A/S. Currently, three Supervisory Board members in Carlsberg A/S elected by the General Meeting are women, i.e. 30%. Accordingly, the objective with regard to gender diversity on the Supervisory Board is not yet met with regard to Carlsberg A/S. In Carlsberg Breweries A/S, all four Supervisory Board members elected by the General Meeting are men. The Board consists of the members of the chairmanship and of the Executive Board in Carlsberg A/S and it was not considered appropriate to change this approach in 2013. In Carlsberg IT A/S and Carlsberg Danmark A/S respectively, one of the three Supervisory Board members is a woman, which means that the objective with regard to gender diversity can be considered fulfilled in these two companies. 

Policy to increase the proportion of the underrepresented gender in senior management

Currently, women are underrepresented compared to men in senior management positions in the Carlsberg Group as 23% of the employees in the defined senior management layers are women. Senior management is defined as the Executive Committee, coun-try CEOs, company management team members, vice presidents, directors or similarly high-ranking managers who are heading a function (white collar), managers with managerial responsibility, and employees who are heading a subfunction (white collar). The total number of employees in this group at the end of 2013 was 5,145. On the basis of a recommendation from the Nomination Committee, the Supervisory Board has set out a policy to increase the proportion of women in senior management positions. The relevant action items are as follows:

  • Headhunters must present at least one qualified female candidate when recruiting for senior management positions. This requirement has been incorporated into the Group Recruitment Policy but it is too early to judge the impact of the initiative.
  • The Carlsberg Group has a leadership programme (ALDP – Accelerated Leadership Development Programme) to which qualified employees are appointed once a year. The target is to ensure that at least one third of the participants in each programme are women. In 2013, 35% of the appointed participants were women, an increase of more than 30% compared to 2012.
  • Finally, any woman who, based on a very strong performance and potential rating, including full international mobility, qualifies to take on a role at CEO or management board level in Carlsberg’s local subsidiaries and/or in the commercial supply chain or finance areas at VP level in Carlsberg Group functions/headquarters/regions/Carlsberg Supply Company AG, Switzerland, must have a mentor appointed. The mentor must be a senior manager, and the role of the mentor is to encourage the strong-performing woman to continue to develop her competences within management and consider career opportunities and promotions (including in Carlsberg businesses in other countries). All women from this group who received a strong performance rating in 2013 already have a mentor or will have one appointed during the first six months of 2014. Similarly, mentors will be appointed for qualifying women in 2014. Group HR is considering whether a structured mentor guideline should be drawn up, but at present the mentor is relatively free to decide on how to fulfil the mentor role as long as the aim is to encourage women to develop management skills and consider relevant opportunities and promotions. It is expected that the mentor programme will increase the number of women who decide on a management career in Carlsberg, but it is too early to judge the actual impact of the programme.

Carlsberg wants to be an attractive workplace for both female and male managers where men and women consider that they have equal and fair opportunities for promotion to higher managerial positions and that their competences can be used in the best possible way irrespective of gender.

International experience

The objective regarding the international experience of Supervisory Board members Is met as at least six of the 10 members of the Supervisory Board elected by the General Meeting can be considered to have sub-stantial international experience from managing large corporations or institutions and all members elected by the General Meeting are able to operate in an international environment.

The Work of the Supervisory Board

The Supervisory Board of the Carlsberg Group’s parent company, Carlsberg A/S, and the supervisory boards of the other companies in the Group ensure that their Executive Boards observe the goals, strategies and business procedures established by the Supervisory Boards. Information from the Executive Boards of the various companies is provided systematically at Supervisory Board meetings, as well as in written and oral reports covering areas such as market developments and the companies’ performance, profitability and financial position.

According to its Rules of Procedure, the Supervisory Board meets at least six times a year in addition to an annual strategy meeting at which the Company’s strategy and overall organisation are discussed. In between its ordinary meetings, the Supervisory Board receives written information on the Company’s operations and financial position. Extraordinary meetings are convened if necessary. The Supervisory Board decides on major investments and divestments, the size and composition of the Company’s capital base, long-term obligations, significant policies, control and audit issues, risk management and significant operational matters. 

The Supervisory Board’s Rules of Procedure set out the procedures for the Executive Board’s reporting to the Supervisory Board and for any other communication between the two bodies. The Rules of Procedure are reviewed annually by the Supervisory Board and adjusted if required. 

The Chairman and Deputy Chairman of the Supervisory Board constitute the Chairmanship, which organises meetings of the Supervisory Board in cooperation with the Executive Board. The specific duties of the Chairman – and in his absence the Deputy Chairman – are set out in the Rules of Procedure.

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 a structured dialogue with each Board member. Prior to the evaluation, each Board member fills out a detailed questionnaire and submits it to the Chairman and company secretary. The questionnaire includes around 30 questions on the Board member’s views on the Supervisory Board’s key duties, composition, dynamics and processes as well as points to consider as part of the review of each individual Board member and their performance. The Board members are asked to score questions on a scale from 1 to 4, allowing a quantitative comparison across questionnaires. 

The evaluation also includes the cooperation between the Supervisory Board and the Executive Board, and the work, accomplishments and composition of the Executive Board. The Supervisory Board holds a session without the presence of the Executive Board at which the performance of the Executive Board is evaluated. 

Finally, the process includes a meeting without the presence of the Chairman at which the performance of the Chairman is discussed. 

The Supervisory Board considers regularly – and at least once a year – whether its members’ expertise should be updated or strengthened with respect to their duties based on input from the Nomination Committee as well as the Board evaluation process. The Group conducts a detailed introduction programme for all new Supervisory Board members and holds relevant courses for all Supervisory Board members.

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