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## Reclaiming variable pay 

In the event of serious misconduct, or if an annual bonus or long-term incentive award is made on the basis of accounts that prove to be materially misstated, the Company may reclaim, in full or in part, any overpayment from annual bonus, or cancel or withdraw unexercised or unvested long-term incentive awards in respect of the executive directors. 

## Share ownership guidelines 

In order to strengthen the alignment between the executive directors and shareholders, the Committee has introduced shareholding guide- lines for the executives. These are required to retain shares on the vesting of long-term incen- tive awards (subject to disposals required to meet any tax and other associated obligations). 

The CEO is expected to build up a holding of shares equivalent to 150% of fixed salary, and the Deputy CEO/CFO a holding equiv- alent to 120% of fixed salary. 

## SHARE OWNERSHIP GUIDELINES 

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## Executive directors’ service contracts 

Service contracts for executive directors contain terms and conditions that are considered common to executive board members in Danish listed companies. 

## Remuneration of the Supervisory Board 

The remuneration of the Supervisory Board for 2013 was approved by the Annual Gen- eral Meeting in March 2013. 

The members of the Supervisory Board of Carlsberg A/S are remunerated for duties performed in the Company. 

The fees are reviewed, but not necessarily increased, annually after taking into account market practice with reference to an interna- tional comparator group as well as the need to attract and retain high-calibre individuals. 

Members of the Supervisory Board are not included in share incentive programmes, retirement benefit plans or other schemes. 

## SUPERVISORY BOARD REMUNERATION PRINCIPLES 

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No agreements have been entered into concerning termination benefits, and no such payments were made in 2013. 

## REMUNERATION FOR 2013 

This section sets out how Carlsberg’s Remuneration Policy was implemented during the 2013 financial year. 

Specific detail is provided regarding the dif- ferent elements of pay that the Supervisory Board and executive directors received and how those amounts were calculated. 

## Remuneration of executive directors 

The actual fixed salaries paid in 2013 were DKK 11.0m to Jørgen Buhl Rasmussen and DKK 9.5m to Jørn P. Jensen. 

## Fixed salary 

In 2014, the Committee and the Supervisory Board decided to increase the executive direct- ors’ fixed salaries by 2% with effect from 2014. 

## REMUNERATION OF EXECUTIVE DIRECTORS 

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## Annual bonus 

For the financial year 2013, the bonus tar- gets were met and, as a result, 43% of the maximum bonus, being 43% of fixed salary, is payable for performance in 2013. The actual amounts of bonus payable equate to DKK 4.7m and DKK 4.1m for Jørgen Buhl Rasmussen and Jørn P. Jensen respectively. 

## Long-term incentive awards 

Granted in 2013. In the financial year 2013, the CEO and CFO were awarded long-term incentive awards that, at the time of award, had a fair value of 150% and 120% of fixed salary respectively. These awards were com- prised as follows: 

## LONG-TERM INCENTIVE AWARDS GRANTED IN 2013 

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Vested in 2013. In February 2013, the op- tions granted to the CEO and CFO in 2010 vested and became exercisable with 15,000 shares each. 

