Management and Decision-making procedures

Published:

01.05.2024

Management and decision-making in the Carlsberg Foundation are carried out in accordance with the Danish Commercial Foundations Act, the foundation’s charter and the board of directors’ rules of procedure. Read more about the foundation’s decision-making procedures.

The Carlsberg Foundation’s main tasks encompass, on the one hand, ownership of Carlsberg A/S and, on the other hand, the philanthropic undertakings set out in the charter. The philanthropic undertakings relate to the Carlsberg Research Laboratory, support for basic research, Frederiksborg • Museum of National History and the Tuborg Foundation. These are referred to in the charter as departments of the Carlsberg Foundation, but are managed in different ways.

The Carlsberg Foundation is managed by a board of directors consisting of five members elected, in accordance with the charter, by the Royal Danish Academy of Sciences and Letters from among its members, with three members from the natural sciences class and two members from the humanities and social sciences class.

The foundation’s secretariat is led by an executive management consisting of the CEO, the head of secretariat and the bursar.

Day-to-day management of the Carlsberg Research Laboratory (which is organisationally part of Carlsberg A/S), Frederiksborg • Museum of National History and the Tuborg Foundation has also been established to assist the foundation’s board with implementing its decisions and carrying out day-to-day operations.

In relation to managing the portfolio, the foundation has also established an investment committee, which advises the board on the foundation’s investments of free cash flow.

Management and decision-making in the Carlsberg Foundation are carried out in accordance with the Danish Commercial Foundations Act, the foundation’s charter and the board of directors’ rules of procedure, which are described in the following.

The board also follows the Recommendations on Foundation Governance.

THE BOARD OF DIRECTORS

The foundation is managed by a board of directors consisting of five members elected from among the Danish members of the Royal Danish Academy of Sciences and Letters.

The board of directors serves the foundation’s purpose and interests, and, in addition to carrying out general and strategic management, the board ensures sound organisation of the foundation’s activities, including that:

  1. The accounting and presentation of financial statements are performed in a manner that is satisfactory relative to the foundation’s status.

  2. The necessary procedures for risk management and internal controls are established.

  3. The board of directors continuously receives the necessary reporting on the foundation’s financial circumstances.

  4. The secretariat carries out its work in an appropriate manner and in accordance with the board of directors’ guidelines.

  5. The financial resources are adequate at all times, including that there is sufficient liquidity to meet the foundation’s current and future liabilities as they fall due, and the board of directors is therefore required at all times to assess the financial position and ensure that the available financial resources are adequate.

The chairperson arranges, convenes and chairs the board meetings with a view to ensuring the effectiveness of the board’s work and creating the best possible conditions for board members’ work both individually and collectively. Furthermore, the chairperson, together with the secretariat, prepares a meeting plan for the year, which is sent out to the individual board members.

Normally, the board of directors holds 9-11 ordinary monthly meetings a year, including at least one meeting where the board considers the foundation’s general strategy and awards policy, as well as an annual accounts meeting where the foundation’s financial statements are approved. In addition, telephone and video meetings are held ad hoc as needed.

At the board meetings, the board decides on, among other things, the following:

  • Approval of awards for the foundation’s four general objects

  • Determination of the foundation’s strategy

  • Approval of the foundation’s budget and financial statements

  • Approval of decisions on performance of the controlling shareholder role in Carlsberg A/S

  • Approval of the foundation’s investment policy for free cash flow

  • Approval of all significant or essential agreements and activities

  • Other general policies.

The board of directors has appointed a quaestor, who is responsible for ensuring that accounts, budgets and portfolio management are in conformity with current legislation, the charter and the board of directors’ instructions.

Transactions that, relative to the foundation’s status, entail administrative expenses of an unusual and substantial nature, as well as extraordinary expensive transactions, are only carried out with the prior approval of the Danish Business Authority. The foundation has, on certain occasions, taken such unusual or extraordinary decisions with the approval of the Danish Business Authority.

DAY-TO-DAY MANAGEMENT

Secretariat

The board of directors has established a secretariat, which is led by an executive management. The secretariat prepares the board’s discussions and case management by drawing up memorandums, analyses, proposals, recommendations and reports, which are included in the board materials.

The secretariat also collaborates with the board’s chairperson on implementing the board’s decisions.

The secretariat’s work includes a range of tasks relating to case management, communications, website, investments, bookkeeping and accounts, IT and security, real estate, meetings, travel, etc., including:

  • Preparing board discussions on strategy, awards, investments, finance and other decisions

  • Administration and reporting relating to research funding

  • Undertaking the Carlsberg Foundation’s external communications with a focus on openness and transparency, whether on the foundation’s own platforms, via press management, PR activities or on social media

  • Undertaking the foundation’s science dissemination activities

  • Helping to develop and adapt the foundation’s public affairs strategy, and implementing this strategy

  • Drawing up proposals and preparing routine revisions of policies and ensuring that these are observed

  • Implementing the board of directors’ decisions, including execution of decisions on the approval of applications for funding

  • Undertaking activities in accordance with the approved budget

  • Coordinating activities and arranging board meetings in conjunction with the chairperson

  • Drawing up proposals for board decisions

  • Consulting new relevant information relating to the foundation’s work, such as future legislation and regulatory requirements, optimisation of funding systems, etc.

The secretariat follows the guidelines and instructions issued by the board of directors. The day-to-day management does not include transactions that, relative to the foundation’s status, are of an unusual nature or of major importance. The secretariat routinely discusses and coordinates with the chairperson which transactions require special approval from the board of directors.

The secretariat and quaestor assist the board of directors with ensuring that bookkeeping is performed taking into account the relevant rules of the legislation, and that asset management is carried out satisfactorily. The secretariat and Quaestor also assist the individual departments of the foundation with a range of administrative tasks.

Furthermore, the secretariat and quaestor assist with ensuring that the financial resources are adequate at all times, including that there is sufficient liquidity to meet the foundation’s current and future liabilities as they fall due.

The board of directors is therefore at all times required to assess the financial position and ensure that the available financial resources are adequate.

The executive management (the CEO, the head of secretariat and the quaestor) participate in board meetings.

In relation to three of the Carlsberg Foundation’s departments – the Carlsberg Research Laboratory, Frederiksborg • Museum of National History and the Tuborg Foundation – day-to-day management has been established in accordance with the charter to undertake the day-to-day running of the three departments in accordance with the board of directors’ decisions, approved budgets and instructions for implementing the board’s decisions.

The Carlsberg Research Laboratory

The Carlsberg Research Laboratory is part of the Carlsberg Research Center operated by Carlsberg A/S. The laboratory’s task is to provide as complete a scientific basis as possible for malting, brewing and fermenting operations and, in this manner, contribute to ensuring that the quality clause of the Carlsberg Foundation’s charter is complied with to the greatest possible extent.

The Carlsberg Foundation has a duty to exercise its influence over Carlsberg A/S to make sure that this goal is achieved.

A supervisory committee, together with the director of research of the Carlsberg Research Laboratory appointed by Carlsberg A/S, ensures that the laboratory provides the framework for fully integrated brewery-related research and project groups covering basic research and more targeted research and development activities, process and product development, and quality assurance. The supervisory committee also ensures that the Carlsberg Foundation’s funds for basic science activities are used in accordance with the foundation board’s decisions and the charter’s provisions.

The laboratory’s director of research ensures that the activities are performed within the budget, and that the supervisory committee receives the accounting records that the committee deems necessary for verifying that the Carlsberg Foundation’s funds have been used in accordance with the charter’s applicable provisions.

Frederiksborg • Museum of National History

Through its approval of the annual budget for the museum, the Carlsberg Foundation’s board of directors determines the general framework for operation of the museum.

A special board of directors consisting of three members has been established to undertake day-to-day operations and ensure expert museum management.

A museum executive manager is employed to carry out the day-to-day management. The executive manager is responsible for following the guidelines and instructions issued by the museum’s board of directors.

The Tuborg Foundation

The Carlsberg Foundation appoints a funding committee – referred to for historical reasons as a board of directors – consisting of three to seven members, which proposes to the Carlsberg Foundation’s board of directors which applications, etc. for funding for socially beneficial purposes, especially funding for Danish trade and industry, should be accepted and rejected.

A secretariat has also been established with a special affiliation to the Tuborg Foundation.