## Carlsberg’s statutory report on corporate governance includes our comments on each recommendation of the Committee on Corporate Governance. 

 www.carlsberggroup.com/company/governance 

## PROVISIONS GOVERNING ALTERATIONS OF THE ARTICLES OF ASSOCIATION 

In order to pass a resolution to alter the Articles of Association or to dissolve the Company that is not proposed or endorsed by the Supervisory Board, at least one third of the possible number of votes representing the total share capital shall be represented at the General Meeting and the resolution shall be passed by three quarters of both the total number of votes cast and of the voting share capital represented at the General Meeting. If the resolution is proposed or endorsed by the Supervisory Board, a qualified majority of two thirds of both the total number of votes cast and of the voting share capital repre- sented at the General Meeting is required. 

If the prescribed portion of the voting share capital is not sufficiently represented at the General Meeting but a resolution is nonethe- less passed, such resolution may be finally passed at an Extraordinary General Meeting convened by the Supervisory Board within 14 days of the first General Meeting, irrespective of the number of votes represented at the Extraordinary General Meeting. In order for a resolution not endorsed by the Supervisory 

Board to be passed successfully at this sec- ond General Meeting, three quarters of both the total number of votes cast and of the vot- ing share capital represented at the General Meeting must vote in favour of the resolution. 

## STAKEHOLDERS AND THE COMPANY 

Carlsberg aims to develop and maintain a good relationship with its stakeholders as this is important for the Company’s development. 

Therefore, the Company has formulated policies for a number of key areas, such as communications, human resources, envi- ronment, business ethics, competition law, marketing communication and responsibility to customers and society in general. One element of the Supervisory Board’s work is to ensure compliance with and regular ad- justment of policies to reflect developments both inside and outside the Company. The Communications Policy and related proce- dures serve to ensure that information of importance to investors, employees, authori- ties and others is made available to them and published in accordance with applicable rules and regulations. 

Communication with investors and analysts is primarily handled by the Company’s Executive Board and the Investor Relations department. 

This dialogue includes a comprehensive pro- gramme of activities and complies with the rules of NASDAQ OMX Copenhagen A/S. All company announcements are published in English and, for the time being, simul- taneously in Danish, and are distributed electronically directly to shareholders and others who have requested them immedi- ately following publication. 

Investor presentations are usually made available on the Company’s website at the same time as the presentations are given. 

## THE COMPOSITION OF THE SUPERVISORY BOARD 

The General Meeting elects the Supervisory Board. The Supervisory Board currently has 10 members elected by the General Meeting and four members elected by the employees in accordance with the Danish Companies Act. The Supervisory Board thus has a total of 14 members. 

The members elected by the employees hold the same rights and obligations as the members elected by the General Meeting and are elected for a term of four years. The current employee representatives were elected in 2010. 

The next election will take place in February 2014, when five employee representatives will be elected. 

Five of the members elected by the General Meeting are affiliated to the Carlsberg Foun- dation, the Company’s principal shareholder, and have an academic background, while five members have an international business background. This composition ensures appro- priate diversity and breadth in the members’ approach to their duties. The Supervisory Board believes that this also helps to ensure that decisions are well considered. 

According to the Articles of Association, the members of the Supervisory Board are elected individually and for a term of one year. Re-election is possible. Members must step down at the first General Meeting after they reach the age of 70. 

Each year, the Supervisory Board considers the skills that should be represented on the Supervisory Board on the basis of a recom- mendation from the Nomination Committee. These skills are described in the Specification of Competencies, which is posted on www. carlsberggroup.com. The Nomination Com mit- tee and the Supervisory Board take the descrip- tion of the required skills into consideration when recommending new candidates for the Supervisory Board. A description of the com- position of the Supervisory Board and the indi- vidual members’ particular competences with respect to the work of the Supervisory Board is found on page 162 as well as on the Company’s website. None of the members of the Super- visory Board are or have been involved in the executive management of the Group. 

Prior to recommending candidates for elec- tion at the General Meeting, the Supervisory Board (based on a proposal from the Nomi- nation Committee) distributes a presentation of each candidate’s background, relevant competences and any managerial positions or positions of responsibility, and the Superviso- ry Board justifies its recommendations on the basis of the recruitment criteria and Specifica- tion of Competencies it has laid down. 

## DIVERSITY 

In March 2013, the Supervisory Board adjust- ed the Company’s objectives for the diversity of the Supervisory Board members elected by the General Meeting in relation to gender and international experience in order to comply with new Danish legislation on objectives to increase the proportion of the underrepresent- ed gender on the Supervisory Board. 

The new legislation also requires the Supervisory Board to decide on a policy 

