## We want our executives to share our shareholders’ long- term interests, and the remuneration of the executive directors should support this alignment. 

Carlsberg established the Remuneration Committee in late 2010. In 2012, we under- took a complete review of the remuneration policy and structure for executive directors, which resulted in several changes to the Remuneration Policy. These changes were approved by the shareholders at the Annual General Meeting in March 2013. Our princi- pal aim was to ensure that the Company’s executives share our shareholders’ long-term performance and value perspective, and that their remuneration aligns these interests. 

During 2013, the Committee oversaw the implementation of the new policy. 

Our continuing policy is to provide a good balance between the drivers of performance and alignment with shareholders. Our new policy does this by tilting the balance of executive remuneration towards the 

long term and requiring executives to build up a significant shareholding in the Com- pany by retaining shares that they earn. 

In light of the changes made in 2013, the Committee has continued to monitor the new arrangements but does not anticipate further changes in 2014. 

## OUR APPROACH TO REMUNERATION 

Carlsberg’s remuneration is designed to enable us to recruit and retain individuals with the expertise and ability required to run a growing international company, and to do so in a way that drives our business success and rewards executives when shareholders are rewarded. 

Levels of fixed remuneration are set based on individuals’ experience and contribution, and in the context of the external market. While we do not seek to adhere rigidly to market benchmarks, we monitor and take into account pay levels and incentive opportunities in the principal markets from which we recruit: our European brewing and spirits peers and the global consumer goods sector as well as companies across industry sectors in the Nordic region. 

## MAIN ACTIVITIES IN 2013 

During 2013, the main activities of the Remuneration Committee were: 

• Considering the achievement of per- formance criteria for the annual bonus plan and approving levels of vesting. 

• Determining levels of long-term incen- tive awards for 2013. 

## 2014 OBJECTIVES 

• Ensuring that senior executives remain appropriately compensated and incen- tivised to deliver on our strategy. 

Many of our investors – including our main shareholder – are long-term holders of our shares. We want our executives to share their perspective and believe that remuneration should align their interests accordingly. Recent developments in our remuneration have sought to strengthen this link by tilting the balance of the package to long-term share-based pay and requiring that any shares awarded be retained for longer. 

The Company’s full Remuneration Policy for the Supervisory Board and Executive Board and guidelines for incentive pro- grammes as approved at the Annual General Meeting on 21 March 2013 are available on the Company’s website. 

• Considering shareholders’ feedback from the 2013 Annual General Meeting. 

• Reviewing fixed salary levels, bonus targets and levels of long-term incentive awards for 2014. 

• Evaluating the remuneration of the Supervisory Board. 

• Reviewing the Remuneration Com- mittee’s Terms of Reference and its effectiveness. 

• Monitoring the workings and outcomes of the changes made in 2013 to the remuneration structure, which has been extended to all senior management. 

