THE COMMITTEE’S  RESPONSIBILITIES ATTENDANCE AT COMMITTEE  MEETINGS AND ADVISERS REMUNERATION POLICY Long-term incentive arrangements Fixed salary COMMITTEE MEMBERS 1  Annual bonus 44 Management review REMUNERATION REPORT Carlsberg Group Annual Report 2013 • Share options, which vest after three years  subject to continued employment.  • Performance shares, which vest over three  years subject to the performance condition.  Carlsberg’s Remuneration Committee  was established by the Supervisory  Board in late 2010. The CEO, Deputy CEO, Senior Vice Presi- dent HR and Vice President Compensa- tion & Benefits are invited to attend  meetings of the Committee where ap- propriate but are not present when their  own remuneration is discussed directly.  In 2013, the Remuneration Committee  held four meetings. At three meetings all  the members participated, while at one  meeting one member was absent. The Committee is responsible for  the Remuneration Policy (including  the general guidelines for incentive  programmes) for all members of the  Supervisory Board and the Executive  Board, for recommending proposals on changes to the Remuneration Policy, and for obtaining the approval of the Supervisory Board prior to seeking shareholders’ approval at the Annual General Meeting.  The Committee is responsible for   making proposals to the Supervisory  Board on the actual structure and   content of the remuneration pack- ages (in accordance with the policy  approved by the shareholders) of the  members of the Supervisory Board  and the Executive Board. The Committee monitors and advises  the Supervisory Board on any major  changes to the policy on senior em- ployee remuneration structures for the  Group, including for the Executive Com- mittee. The Committee’s Terms of Refer- ence, which govern how it operates, are  approved by the Supervisory Board and  are available on the Company’s website. New Bridge Street, an Aon Hewitt  company, is the Committee’s external  adviser. No other services are provided  to the Group by Aon Hewitt, and the  Committee is satisfied as to the inde- pendence of its advisers. Richard Burrows (Chairman) Jess Søderberg Flemming Besenbacher Kees van der Graaf Elisabeth Fleuriot 1 Richard Burrows, Jess Søderberg, Kees van der  Graaf and Elisabeth Fleuriot are independent  of the Company as defined in the recommen- dations of the Danish Committee on Corporate  Governance. The measures used in the scorecard for the  2014 annual bonus are operating profit, free  cash flow, net profit and growth in market  share; these are the same measures that were  applied for 2013. The determination of the final bonus is sub- ject to the discretion of the Committee and  the Supervisory Board, taking into account the overall performance of the business.  For 2014, the potential maximum bonus will  remain at 100% of fixed salary with 60% of  fixed salary payable for on-target perform- ance. A scorecard of performance measures is used to assess performance.  The annual bonus is structured to incentiv- ise the executive directors to deliver on the  Group’s short-term strategic objectives.  Each year, the Committee determines the  total level of long-term incentive award to  be made to each executive director and how  much of that award will be made using per- formance shares and how much using share  options. All long-term incentive awards are  made at the discretion of the Committee. This level was increased in 2013 (100% prior  to 2013), and whilst the Committee has not  granted at this level to date and does not intend to grant at the maximum level in the  near future, it wishes to have the flexibility to do so if it deems higher awards to be appropriate in future years. The Committee also takes into account  levels of remuneration for similar roles at  comparable companies in both the drinks  and fast moving consumer goods sectors as  well as companies across industry sectors  based in the Nordic region.  The Committee reviews fixed salaries an- nually, taking into account a number of  relevant factors, including the individual’s  performance, role and responsibilities.  The main elements of the executive directors’ remuneration arrangements are summarised in the table below and are explained in more detail in the sub- sequent paragraphs.  Award levels and types of award The long-term incentive arrangements for  the executive directors currently comprise  two types of award: The maximum combined value of awards  that can be made in any one financial year is 200% of fixed salary (calculated in accord- ance with International Financial Reporting  Standards (IFRS) at the date of grant). 