Annual Report 2001 - Carlsberg Group

18 Corporate Governance
ments, raising of capital, long-term obligations and
significant operational matters.
The Board of Directors in Carlsberg A/S evaluates
the various risks arising from the Group’s substantial
commitments in international operations.
The methods comprise assessment and formulation
of policies on financial risks, including exchange
rate and interest rate fluctuations in the financial
markets, as well as insurance issues and
environmental considerations.
Further, the Board also supervises the special
risks inherent in the company mission in relation to
the Group’s marketing of alcoholic beverages.
The Boards of Directors appoint the Chief Executive
Officer and other Executive Board members,
and the Executive Board under the management of
the CEO is responsible for the preparation and implementation
of the strategic plans. The CEOs are
not members of their respective Boards but participate
in the board meetings together with other
members of the Executive Board.
The Carlsberg Foundation
Carlsberg A/S’ largest shareholder is the Carlsberg
Foundation (the “foundation”), which is required to
own a minimum of 51% of Carlsberg A/S’ share capital,
and at the end of the financial year 2001 the
foundation holds 55.2%. Due to the combination of
A and B shares held by the foundation, it has
80.1% of the votes at General Meetings.
The Executive Board of the foundation constitutes
an important part of Carlsberg A/S’ Board of
Directors, and the Chairman of the Executive Board
of the foundation holds the position as Chairman of
Carlsberg A/S’ Board of Directors. According to the
foundation’s charter and statutes, the foundation is
subject to special obligations and rights in relation
to Carlsberg A/S. Among other things, this means
that Carlsberg A/S must bear costs related to the
running of the Carlsberg Laboratory. As a consequence,
Carlsberg A/S’ Board of Directors approves
the budget of the laboratory, which receives
an annual grant amounting to 9% of the foundation’s
disbursements – at present totalling about
DKK 100m. The Carlsberg Laboratory is an independent
unit within the Carlsberg Research Center.
In relation to the foundation, Carlsberg A/S also
holds special obligations as regards the site and
buildings owned in Valby, Denmark. The purpose of
these obligations is to preserve historical buildings.
Carlsberg A/S’ Board of Directors
and Executive Board
The composition of the Board of Directors of Carlsberg
A/S remains unchanged as regards the members
elected by the shareholders.
The Chairman and Deputy Chairman of the Board
of Directors constitute the Chairmanship, which,
among other things, organises the board meetings in
cooperation with the CEO. In connection with the divestment
of the majority holding in Royal Scandinavia
A/S, the employee representatives of Royal Copenhagen
resigned from the Board on 1 February
2001, i.e. porcelain painter Jens Larsen and silversmith
John Petersen. On the same date, sales driver
Preben Hedegaard joined the Board.
Group Managing Director Jørn P. Jensen was appointed
Chief Executive Officer of Carlsberg A/S on
14 February 2001, and on the same date the other
Executive Board members of Carlsberg A/S resigned
from their positions in order to join the Executive
Board of Carlsberg Breweries A/S.
Carlsberg Breweries
Carlsberg Breweries A/S encompasses all beer and
soft drink activities in the Carlsberg Group. Carlsberg
A/S is the majority owner of Carlsberg Breweries
with a 60% ownership share.
Carlsberg Breweries started its actual activities on
1 January 2001 when the necessary government approvals
had been obtained. The first financial year
thus corresponds to the calendar year 2001. The
company mainly encompasses Carlsberg’s beer and
soft drink activities in Denmark and abroad as well as
Orkla’s beer and soft drink activities. Companies and
activities not related to beer and soft drinks continue
under Carlsberg A/S and Orkla ASA, respectively.
Carlsberg A/S has maintained its ownership of the
Carlsberg brand, and Carlsberg Breweries has the
right to use the brand in connection with beverages.
The ownership right of the Tuborg brand and other
beer and soft drink brands has been transferred to
Carlsberg Breweries A/S.
The shareholders of Carlsberg Breweries have,
among other things, agreed that a substantial share
of the profit for the year will be paid as dividend.