Ownership of Carlsberg A/S
Ownership of Carlsberg A/S
Published:
01.05.2024
The historical basis of the Carlsberg Foundation’s ownership of Carlsberg A/S and its connection to the company is essential to the foundation’s policy on engaged ownership. The foundation exercises its engaged ownership with respect for the fact that Carlsberg A/S is a listed company with a considerable number of non-controlling shareholders. The foundation also exercises its engaged ownership with respect for the fact that the management of Carlsberg A/S is the duty of the company’s executive committee and supervisory board. Get an insight into the historical basis and the foundation’s policy on engaged ownership.
The Carlsberg Foundation is an enterprise foundation with a philanthropic purpose. In accordance with the charter, the foundation should promote a range of philanthropic purposes through the awarding of funding, and the board of directors should ensure that the foundation controls the majority of the votes in Carlsberg A/S.
THE FOUNDATION’S HISTORICAL CONNECTION TO CARLSBERG A/S
THE FOUNDATION’S POLICY ON ENGAGED OWNERSHIP
The Carlsberg Foundation exercises its engaged ownership with respect for the fact that Carlsberg A/S is a listed company with a considerable number of non-controlling shareholders.
The foundation also exercises its engaged ownership with respect for the fact that the management of Carlsberg A/S is the duty of the company’s executive committee and supervisory board.
The Carlsberg Foundation’s ownership is exercised through dialogue and participation. The foundation’s board is represented on the board of Carlsberg A/S, and there is also regular dialogue between the foundation’s board of directors and the management of Carlsberg A/S to ensure that the foundation is kept informed of activities in Carlsberg A/S.
Following the merger of the Carlsberg and Tuborg breweries in 1970 and the subsequent listing of the limited company “De forenede Bryggerier A/S”, which at the general meeting in 1987 was renamed Carlsberg A/S, it was traditional for the Carlsberg Foundation’s five board members to be automatically elected as members of Carlsberg A/S’s supervisory board. This was not required by the foundation’s charter, legislation or otherwise, but was the foundation’s practice.
The board of directors of the Carlsberg Foundation discussed the existing practice and resolved, following consideration at the board meetings on 11 November 2020, that in future new members of the foundation’s board would not automatically be elected to the brewery’s supervisory board.
This resolution meant that, as of spring 2023, the foundation’s board has been represented on Carlsberg A/S’s supervisory board by two members, one of whom is the foundation’s chairperson, who is intended to fill the role of deputy chair of the company’s supervisory board, while the second is elected by the foundation’s board after it has held an annual discussion of competences, etc.
In accordance with the charter, the Carlsberg Foundation’s ownership is not time-limited, and the foundation’s majority shareholding allows emphasis on a long-term strategy for the brewery and stable leadership through the foundation’s voting at general meetings of Carlsberg A/S.
Given the Carlsberg Foundation’s social status, history and ethical guidelines, the foundation will, through its ownership of Carlsberg A/S and otherwise, support Carlsberg A/S’s sustainability programme, as the foundation believes that long-term and sustainable commercial operations also ensure long-term value creation for shareholders.
In order to maintain the supervisory board as a relevant supreme corporate body, the board of Carlsberg A/S should be composed, in the view of the foundation, based on relevant considerations such as competences, diversity, the effectiveness of board work and value-creating sparring for the executive committee of the company.
Furthermore, the composition of both the executive committee and the supervisory board of Carlsberg A/S is an important part of the company’s preparedness, i.a. in relation to any need for capital procurement, acquisitions and other important transactions.
The Carlsberg Foundation’s goal in its engaged ownership is to support the development of Carlsberg A/S in accordance with the charter’s provisions and intentions, and through dialogue with the management of Carlsberg A/S, with a view to being able to vote for the proposals that are put forward for adoption at general meetings of Carlsberg A/S.
THE SUPERVISORY BOARD OF CARLSBERG A/S
The supervisory board of Carlsberg A/S comprises, in addition to two members from the Carlsberg Foundation’s board of directors, six independent members with international business and leadership experience from i.a. fast moving consumer goods (FMCG) companies as well as five members elected by and from among the employees of the Carlsberg Group.
When electing new members to the supervisory board of Carlsberg A/S, emphasis is placed on a number of professional and personal competences, including:
- integrity and trustworthiness
- essential leadership experience from management positions in large international companies and knowledge-based institutions
- analytical approach and well-developed strategic understanding
- good interpersonal and social skills that can serve as a basis for establishing and maintaining good professional working relationships with other supervisory board members, executive committee members and other management representatives.