discussions. The evaluation process led to a short catalogue of ideas for minor changes to the way the Supervisory Board works. These ideas will be considered and imple- mented by the Supervisory Board as relevant, and some of them have been incorporated into the Supervisory Board’s meeting plan and procedures for 2014. 

The Supervisory Board considers regularly – and at least once a year – whether its members’ expertise should be updated or strengthened with respect to their duties. In 2013, this was based on input from the Nomination Committee as well as the board evaluation process. Carlsberg provides a detailed introduction programme to all new Supervisory Board members and holds relevant courses for all Supervisory Board members. 

## BOARD COMMITTEES 

The Audit Committee 

In 2013, the Audit Committee consisted of four members of the Supervisory Board: Jess Søderberg (Chairman), Flemming Besen- bacher, Richard Burrows and Donna Cordner. Jess Søderberg, Richard Burrows and Donna Cordner all qualify as being independent of the Company and all possess the relevant financial expertise. 

The Audit Committee is appointed for one year at a time. For 2014, Jess Søderberg, Richard Burrows and Donna Cordner have been appointed to the Committee, Jess Søderberg as Chairman. 

The Audit Committee works according to Terms of Reference, which are reviewed and approved annually by the Supervisory Board, and a detailed annual meeting plan approved 

by the Supervisory Board prior to the begin- ning of each financial year. The Supervisory Board approved the current Terms of Refer- ence and the Audit Committee meeting plan for 2013 at its meeting in December 2012 and approved the 2014 meeting plan at its meet- ing in December 2013. The Terms of Refer- ence are available on the Company’s website. 

In 2013, the Audit Committee held five meet- ings. All members participated in four of the meetings. At one meeting, one member was absent. In accordance with its Terms of Reference and annual meeting plan, the Audit Committee has primarily carried out the following work: 

a) Monitored the financial reporting process. The presentations to the Audit Committee and the Audit Committee’s discussions had special focus on management judgements, estimates, and changes in accounting policies and procedures and the clarity of disclosures. In addition, they focused on compliance with accounting standards and stock exchange and other legal require- ments related to financial reporting. The Audit Committee also discussed the as- sumptions behind the Company’s full-year profit expectations before all releases of financial statements. In addition, the Audit Committee reviewed the financial personnel succession planning. 

b) Monitored the effectiveness of the internal control and risk management systems. This work included regular updates from Group Finance with regard to Carlsberg’s financial control framework. The Audit Committee reviewed the Company’s relevant policies in relation to internal control and risk management systems 

and the financial reporting process and received reports and presentations from Group Finance about the effectiveness of these systems as well as the scope, plans and status for controls throughout the year. The Audit Committee also reviewed quarterly reports from Group Internal Audit on risk management, including the risk management process at Carlsberg and the status of risks identified in the strategic risk map and heat map. Finally, the Audit Committee monitored the devel- opment and implementation of a global expense policy. 

c) Monitored the internal audit function. The work included a review and approval of internal audit plans and a review of the internal audit function. The Audit Com- mittee was presented with several of the tools used by Group Internal Audit in its work, including tools to mitigate fraud risk in the financial reporting process. 

d) Monitored the external audit of financial reporting and the independence of the external audit. The work included discus- sions regarding audit planning and scope, terms of engagement, audit fees and a review at each meeting of the external auditors’ work and findings. 

In accordance with the Terms of Reference, four of the Audit Committee meetings were held prior to the approval and announce- ment of the external financial reporting. 

In addition, and in accordance with the Terms of Reference, all minutes and material were made available to the Supervisory Board, internal and external auditors and the Exe- cutive Board. The Audit Committee Chairman 

also reported at each Supervisory Board meeting on the key findings and conclusions from the previous Audit Committee meeting. 

At each Audit Committee meeting, the Audit Committee examines relevant issues with the external auditors and the head of Group Internal Audit, and the Committee invites other relevant function heads from the Carlsberg organisation depending on the topics being discussed at the meeting. The heads of Group Finance and Group Ac- counting are usually invited to participate in the Audit Committee meetings. In 2013, the Audit Committee held regular meetings with the external auditors and Group Internal Audit as well as with other relevant internal function heads without the presence of the Executive Board of the Company. 

The Nomination Committee In 2013, the Nomination Committee con- sisted of three members of the Supervisory Board: Flemming Besenbacher (Chairman), Jess Søderberg and Kees van der Graaf. Jess Søderberg and Kees van der Graaf are independent of the Company as defined in the recommendations. The Committee held three meetings in 2013 and all members at- tended all meetings. For 2014, Jess Søder- berg, Kees van der Graaf and Flemming Besenbacher have all been reappointed to the Committee and Flemming Besenbacher is continuing as Chairman. 

The Nomination Committee works according to Terms of Reference, which are reviewed and approved annually by the Supervisory Board. The Terms of Reference are avail- able on the Company’s website. In 2013, the Committee’s work included recommendations to the Supervisory Board with regard to the 

