Carlsberg Annual Report - Carlsberg Group

Carlsberg Annual Report 2011 35
will remain advantageous for all of the
Company’s shareholders as this structure
supports the long-term development of
the business.
The General Meeting
The General Meeting is the Company’s
supreme governing body. The Supervisory
Board believes that it is import ant that
shareholders receive detailed information
and are provided with an adequate
basis for the decisions to be made at the
General Meeting.
Notice of a General Meeting is published
at least three weeks prior to the meeting
and is sent to all shareholders who
have provided an e-mail address or have
requested to be notified of General Meetings
by ordinary mail. All shareholders who
own shares one week before the General
Meeting are entitled to participate in and
vote at the General Meeting provided they
have requested an admission card no later
than three days before the meeting. Any
shareholder is also entitled to put forward
proposals for consideration at the Annual
General Meeting to the Supervisory Board
no later than six weeks before the date of
the meeting. Any shareholder who has the
right to attend the General Meeting may
give proxy to the Supervisory Board or
to somebody else attending the General
Meeting for each individual item on the
agenda or vote by letter as set out in the
notice of the General Meeting.
Minutes of the General Meeting are made
available on the Company’s website no
later than two weeks after the meeting.
According to the authorisation of the
General Meeting, the Supervisory Board
may in the period until 24 March 2015
allow the Company to acquire treasury
shares up to a total holding of 10% of the
nominal share capital at the price quoted
on NASDAQ OMX Copenhagen at the
time of acquisition with a deviation of up
to 10%.
Provisions governing alterations of
the Articles of Association
In order to pass a resolution to alter the
Articles of Association or to dissolve
the Company which is not proposed or
endorsed by the Supervisory Board, at
least one third of the possible number of
votes representing the total share capital
shall be represented at the General Meeting
and the resolution shall be passed by
three quarters of both the total number
of votes cast and of the voting share capital
represented at the General Meeting.
If the resolution is proposed or endorsed
by the Supervisory Board, a qualified
majority of two thirds of both the total
number of votes cast and of the voting
share capital represented at the General
Meeting is required.
If the prescribed portion of the voting
share capital is not sufficiently represented
at the General Meeting but a
resolution is nonetheless passed, such
resolution may be finally passed at an
extraordinary General Meeting convened
by the Supervisory Board within 14 days
of the first General Meeting, irrespective
of the number of votes represented at the
extraordinary General Meeting. In order
for a resolution not endorsed by the Supervisory
Board to be passed successfully
at this second General Meeting, three
quarters of both the total number of
votes cast and of the voting share capital
represented at the General Meeting must
vote in favour of the resolution.
Stakeholders and the Company
Carlsberg aims to develop and maintain
a good relationship with its stakeholders
as this is important for the Company’s
development.
Therefore, the Company has formulated
policies for a number of key areas, such
as communications, human resources,
environment, business ethics, marketing
communication and responsibility to
customers and society in general. One
element of the Supervisory Board’s
work is to ensure compliance with and
regular adjustment of policies to reflect
develop ments both inside and outside the
Company. The Communications Policy
and related procedures serve to ensure
that information of importance to investors,
employees, authorities and others is
made available to them and published
in accordance with applicable rules and
regulations.
Communication with investors and analysts
is primarily handled by the Company’s
Executive Board and the Investor
Relations department. This dialogue
includes a comprehensive programme
of activities and complies with the rules
of NASDAQ OMX Copenhagen A/S. All
company announcements are published
simultaneously in English and Danish,
and are distributed directly to shareholders
and others who have requested them
immediately following publication.
Investor presentations are usually made
available on the Company’s website at the
same time as the presentations are given.
The 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 four members elected by the
employees in accordance with the Danish
Companies Act. The Supervisory Board thus
has a total of 12 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 most recent employee elections
took place in 2010.
Five of the members elected by the
General Meeting are affiliated to the
Carlsberg Foundation, the Company’s
principal shareholder, and have an academic
background, while three members have
a 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 wellconsidered.
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. Members
must step down at the first General Meeting
after they reach the age of 70.
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 Competencies, which is
posted on www.carlsberggroup.com. The
Nomination Committee and the Supervisory
Board take the description of the
required skills into consideration when
recommending new candidates for the
Board. A description of the composition of
the Supervisory Board and the individual
members’ particular competences with
respect to the work of the Supervisory
Board is found on page 154 as well as on
the Company’s website. 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