Report and Accounts 1999 / 2000 - Carlsberg Group

Management and Corporate Governance
15
Management and Corporate Governance
Carlsberg continuously follows the international
developments as well as the current debate on
Corporate Governance in Denmark.
The Board of Directors of Carlsberg A/S ensures
that the objectives and procedures stipulated
by the board are respected by the Executive
Board. The Executive Board keeps the Board of
Directors informed both through various meetings
and written and oral reports. The reports include
general international developments, business developments,
the company’s earning capacity and
the Group’s financial situation, as well as other issues.
At least once a year, a day-long meeting is
held between the Board of Directors and the
Executive Board with company mission, goal and
strategy as the issues on the agenda.
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. At the end of this financial year,
the Foundation holds 55.2%. The Board of
Directors of the Foundation constitutes an
important part of Carlsberg A/S’ Board of Directors
and the chairman of the Board of Directors of
the Foundation also holds the position as chairman
of Carlsberg A/S’ Board of Directors.
The Foundation’s charter and statutes prescribe
that it is subject to special obligations and rights in
relation to Carlsberg A/S. Among other things, this
means that Carlsberg A/S must bear all costs
related to the running of the Carlsberg Laboratory.
As a consequence, Carlsberg A/S’ Board of
Directors also approves the budget of the laboratory,
which receives an annual grant amounting to
9% of the Foundation’s yearly disbursements - at
present totalling about DKK 100 million. The
Carlsberg Laboratory is an independent unit of the
Carlsberg Research Center, where efforts are now
also made to highlight knowledge and results of
potential financial value, particularly within the
biotechnology sector.
In relation to the Foundation, Carlsberg A/S
also holds special obligations as regards parts of
the site and buildings owned in Valby, Denmark.
The purpose of these obligations is to preserve
historical buildings.
Finally, Carlsberg A/S handles the administration
of the Tuborg Foundation and the Carlsberg
Bequest to the Memory of Brewer J.C. Jacobsen.
However, costs in this connection are very limited.
Investor relations
In 2001, Carlsberg A/S will implement a new
Investor Relations Programme which is intended