18 Corporate Governance Carlsberg A/SGLYPH<213> Board of Directors and Executive Board buildings owned in Valby, Denmark. The purpose of these obligations is to preserve historical buildings. ments, raising of capital, long-term obligations and significant operational matters. The Board of Directors in Carlsberg A/S evalu- ates the various risks arising from the GroupGLYPH<213>s sub- stantial commitments in international operations. The methods comprise assessment and formula- tion of policies on financial risks, including ex- change rate and interest rate fluctuations in the fi- nancial markets, as well as insurance issues and environmental considerations. Further, the Board also supervises the special risks inherent in the company mission in relation to the GroupGLYPH<213>s marketing of alcoholic beverages. The composition of the Board of Directors of Carls- berg A/S remains unchanged as regards the mem- bers elected by the shareholders. The Chairman and Deputy Chairman of the Board of Directors constitute the Chairmanship, which, among other things, organises the board meetings in cooperation with the CEO. In connection with the di- vestment of the majority holding in Royal Scandina- via A/S, the employee representatives of Royal Co- penhagen resigned from the Board on 1 February 2001, i.e. porcelain painter Jens Larsen and silver- smith John Petersen. On the same date, sales driver Preben Hedegaard joined the Board. The Boards of Directors appoint the Chief Exec- utive Officer and other Executive Board members, and the Executive Board under the management of the CEO is responsible for the preparation and im- plementation of the strategic plans. The CEOs are not members of their respective Boards but partici- pate in the board meetings together with other members of the Executive Board. Group Managing Director J¿rn P. Jensen was ap- pointed Chief Executive Officer of Carlsberg A/S on 14 February 2001, and on the same date the other Executive Board members of Carlsberg A/S resigned from their positions in order to join the Executive Board of Carlsberg Breweries A/S. Carlsberg A/SGLYPH<213> largest shareholder is the Carlsberg Foundation (the GLYPH<210>foundationGLYPH<211>), which is required to own a minimum of 51% of Carlsberg A/SGLYPH<213> share ca- pital, and at the end of the financial year 2001 the foundation holds 55.2%. Due to the combination of A and B shares held by the foundation, it has 80.1% of the votes at General Meetings. The Executive Board of the foundation consti- tutes an important part of Carlsberg A/SGLYPH<213> Board of Directors, and the Chairman of the Executive Board of the foundation holds the position as Chairman of Carlsberg A/SGLYPH<213> Board of Directors. According to the foundationGLYPH<213>s charter and statutes, the foundation is subject to special obligations and rights in relation to Carlsberg A/S. Among other things, this means that Carlsberg A/S must bear costs related to the running of the Carlsberg Laboratory. As a conse- quence, Carlsberg A/SGLYPH<213> Board of Directors ap- proves the budget of the laboratory, which receives an annual grant amounting to 9% of the founda- tionGLYPH<213>s disbursements — at present totalling about DKK 100m. The Carlsberg Laboratory is an inde- pendent unit within the Carlsberg Research Center. In relation to the foundation, Carlsberg A/S also holds special obligations as regards the site and The shareholders of Carlsberg Breweries have, among other things, agreed that a substantial share of the profit for the year will be paid as dividend. Carlsberg A/S has maintained its ownership of the Carlsberg brand, and Carlsberg Breweries has the right to use the brand in connection with beverages. The ownership right of the Tuborg brand and other beer and soft drink brands has been transferred to Carlsberg Breweries A/S. Carlsberg Breweries started its actual activities on 1 January 2001 when the necessary government ap- provals had been obtained. The first financial year thus corresponds to the calendar year 2001. The company mainly encompasses CarlsbergGLYPH<213>s beer and soft drink activities in Denmark and abroad as well as OrklaGLYPH<213>s beer and soft drink activities. Companies and activities not related to beer and soft drinks continue under Carlsberg A/S and Orkla ASA, respectively. Carlsberg Breweries A/S encompasses all beer and soft drink activities in the Carlsberg Group. Carlsberg A/S is the majority owner of Carlsberg Breweries with a 60% ownership share. Carlsberg Breweries The Carlsberg Foundation