Annual Report 2001 - Carlsberg Group

Corporate Governance
19
The Board of Directors consists of 8 members
appointed by the shareholders, 5 appointed by
Carlsberg A/S, 3 by Orkla ASA, and 4 employee representatives
will be elected at the beginning of
2002. The Chairman and the Deputy Chairman are
appointed by Carlsberg A/S and Orkla ASA, respectively.
The Board of Directors will primarily consist of
members with a commercial background.
On 1 September 2001, Group Managing Director
Nils S. Andersen replaced Flemming Lindeløv as President
and Chief Executive Officer. On the same
date, Group Managing Director Michael C. Iuul resigned
from the Executive Board to take up the position
as CEO of Carlsberg Asia Holding Ltd. domiciled in
Singapore.
The Executive Board of Carlsberg Breweries now
includes President and CEO Nils S. Andersen and
Executive Vice Presidents Paul Bergqvist and Bjørn
Erik Næss.
Investor Relations
A new Investor Relations Programme has been implemented
with a view to ensuring a more constructive
dialogue between Carlsberg A/S and the
shareholders and between the company and the
financial analysts.
A number of international “road shows” and
meetings with investors and analysts have been
launched and will also take place in future. I connection
with the publication of the interim financial
statements, meetings have been held with analysts,
the press and investors, and various tele-phone
conferences have also taken place.
Carlsberg A/S has started publication of a newsletter
called “Carlsberg News”, which is sent to all
registered shareholders in connection with the publication
of the company’s interim financial statements.
Apart from the preliminary profit statement
to the Copenhagen Stock Exchange, Carlsberg
News contains information about the period’s most
significant events as well as updates on activities in
Carlsberg Breweries and the Carlsberg Group in
general.
Carlsberg’s homepage, www.carlsberg.com,
contains a separate section on Investor Relations,
including an interactive presentation of the
Company’s annual report. The site is updated regularly
both as regards topics and accessibility.
Incentive programme
In 2001, the Board of Directors of Carlsberg A/S decided
to establish a share option programme for the
Executive Board and a number of managers within the
Carlsberg Group. The programme was established for
2001 and 2002 and will subsequently be evaluated.
Carlsberg A/S’ obligations will be covered by its
portfolio and purchase of own shares.
The programme entitles the Executive Boards and
a number of managers to purchase B-shares in
Carlsberg A/S during a period from three to eight years
after the option right has been granted.
The exercise rate is determined as the average of
the first five stock exchange business days following
publication of the preliminary profit statement of
Carlsberg A/S.
In 2001, the programme included about 44 people
and 111,500 options at a total value of approximately
DKK 6.7m according to Black & Schooles formula.
For 2002, it will be 39 persons and 105,500 options.
At the end of 2001, none of the options had been
exercised.
The option programme will be supplemented with
annual bonus schemes.
The incentive programme as a whole will thus ensure
that in future a more substantial part of total compensation
will depend on performance.
The purpose of the programme is to create an
even greater alignment of the interests of the
Company’s management and the shareholders, as
the programme will have a favourable influence on
both short and long-term goals.
Competition law
The Group is intent on using its influence to ensure
compliance with competition laws by its subsidiaries
and associated companies. In that connection, all
breweries in which Carlsberg Breweries holds a controlling
interest are required to comply with relevant
competition laws.
Corporate Legal is therefore, with the strong backing
of the management, in the process of implementing
a Legal Compliance Programme in Carlsberg
Breweries and in the Group companies. When fully
implemented, the programme will, in particular, consist
of a Compliance Manual tailor-made for the
companies in question, which will be updated from
time to time and used in the regular internal training
activities in competition law.