19 Corporate Governance The Board of Directors consists of 8 members appointed by the shareholders, 5 appointed by Carlsberg A/S, 3 by Orkla ASA, and 4 employee re- presentatives will be elected at the beginning of 2002. The Chairman and the Deputy Chairman are appointed by Carlsberg A/S and Orkla ASA, respec- tively. The Board of Directors will primarily consist of members with a commercial background. On 1 September 2001, Group Managing Director Nils S. Andersen replaced Flemming Lindel¿v as Pre- sident and Chief Executive Officer. On the same date, Group Managing Director Michael C. Iuul resig- ned from the Executive Board to take up the position as CEO of Carlsberg Asia Holding Ltd. domiciled in Singapore. The Executive Board of Carlsberg Breweries now includes President and CEO Nils S. Andersen and Executive Vice Presidents Paul Bergqvist and Bj¿rn Erik NGLYPH<190>ss. A new Investor Relations Programme has been im- plemented with a view to ensuring a more con- structive dialogue between Carlsberg A/S and the shareholders and between the company and the financial analysts. A number of international GLYPH<210>road showsGLYPH<211> and meetings with investors and analysts have been launched and will also take place in future. I con- nection with the publication of the interim financial statements, meetings have been held with analysts, the press and investors, and various tele-phone conferences have also taken place. Carlsberg A/S has started publication of a new- sletter called  GLYPH<210>Carlsberg NewsGLYPH<211> , which is sent to all registered shareholders in connection with the pub- lication of the companyGLYPH<213>s interim financial state- ments. Apart from the preliminary profit statement to the Copenhagen Stock Exchange, Carlsberg News contains information about the periodGLYPH<213>s most significant events as well as updates on activities in Carlsberg Breweries and the Carlsberg Group in general. CarlsbergGLYPH<213>s homepage, www.carlsberg.com, contains a separate section on Investor Relations, including an interactive presentation of the CompanyGLYPH<213>s annual report. The site is updated regu- larly both as regards topics and accessibility. Corporate Legal is therefore, with the strong back- ing of the management, in the process of implemen- ting a Legal Compliance Programme in Carlsberg Breweries and in the Group companies. When fully implemented, the programme will, in particular, con- sist of a Compliance Manual tailor-made for the companies in question, which will be updated from time to time and used in the regular internal training activities in competition law. The Group is intent on using its influence to ensure compliance with competition laws by its subsidiaries and associated companies. In that connection, all breweries in which Carlsberg Breweries holds a con- trolling interest are required to comply with relevant competition laws. The purpose of the programme is to create an even greater alignment of the interests of the CompanyGLYPH<213>s management and the shareholders, as the programme will have a favourable influence on both short and long-term goals. The incentive programme as a whole will thus ens- ure that in future a more substantial part of total com- pensation will depend on performance. The option programme will be supplemented with annual bonus schemes. In 2001, the programme included about 44 people and 111,500 options at a total value of approximately DKK 6.7m according to Black & Schooles formula. For 2002, it will be 39 persons and 105,500 options. At the end of 2001, none of the options had been exercised. The exercise rate is determined as the average of the first five stock exchange business days following publication of the preliminary profit statement of Carlsberg A/S. The programme entitles the Executive Boards and a number of managers to purchase B-shares in Carlsberg A/S during a period from three to eight ye- ars after the option right has been granted. Carlsberg A/SGLYPH<213> obligations will be covered by its portfolio and purchase of own shares. In 2001, the Board of Directors of Carlsberg A/S deci- ded to establish a share option programme for the Executive Board and a number of managers within the Carlsberg Group. The programme was established for 2001 and 2002 and will subsequently be evaluated. Incentive programme Investor Relations Competition law