Royal Unibrew has focus on running its business and designing its management systems in accordance with good corporate governance practices. The objective is to ensure that Royal Unibrew meets its obligations to shareholders, customers, employees, authorities and other stakeholders in the best possible way and that long-term value creation is pursued.

The recommendations of the Committee on Corporate Governance, current legislation and regulation within the area, best practices and internal rules provide the framework for Royal Unibrew’s corporate governance.

For the financial year 2019, Royal Unibrew has prepared a remuneration report in accordance with section 139b of the Danish Companies Act and the draft European Commission Guidelines on the standardized presentation of the remuneration report. The report concludes that the remuneration of the Board of Directors and the Executive Board has been provided in accordance with the remuneration policy and incentive guidelines of Royal Unibrew adopted by the AGM on 25 April 2019.

In 2019, Royal Unibrew established a whistleblower scheme for expedient and confidential notification of possible or suspected wrong doings. One whistleblower case was reported in 2019, investigations were initiated, and appropriate actions were taken.

Royal Unibrew complies with the Danish Corporate Governance Recommendations with one exception. For the longterm incentive plan related to the financial years 2017-2019 and based on restricted (conditional) shares, the vesting period for the residual part of the incentive plan related to the financial year 2020 is less than minimum three years as recommended.

Royal Unibrew’s website http://investor.royalunibrew.com/corporate-governance provides a detailed description of the Board of Directors’ approach to the Corporate Governance Recommendations issued by the Committee on Corporate Governance and designated by Nasdaq Copenhagen.

Diversity
The statement below is made in accordance with section 99 b of the Danish Financial Statements Act.

Royal Unibrew aims to promote diversity based on a conviction that diversity leads to a higher level of cohesion and supports long term value creation. This includes a more equal representation of both genders, both within the Board of Directors as well as in our respective management teams and our workforce in general. We believe that a diversified organization increases the versatility and total competences of the Company and improves decision-making processes.

The international management team of Royal Unibrew – a total of 142 leaders – comprises 68% (2018: 69%) men and 32% (2018: 31%) women. Our target is a more balanced gender representation of at least 40% of each gender. When recruiting new executives, we prioritize identifying candidates of both genders without discrimination and aim to encourage female candidates’ interest in taking on managerial tasks.

Currently, the Board of Directors consists of eight Board members elected by the AGM and three Board members elected by the Danish based employees (all males). Four of the members elected by the AGM are Danish and four are non-Danish. Two of the AGM elected board members are females and both were elected at the AGM in April 2019.

We aim for the Board of Directors to consist of expert members who should, to the widest extent possible, complement each other in terms of age, background, nationality, gender, etc., with a view to ensuring a competent and versatile contribution to the board duties at Royal Unibrew. These matters are taking into consideration when the Nomination and Remuneration Committee identifies new candidates for the Board of Directors, and it is an objective of the committee to identify both male and female candidates. However, recommendation of candidates will always be based on an assessment of the individual candidate’s competences and how he/she will match Royal Unibrew’s needs and contribute to the overall efficiency of the Board.

Shareholder and stakeholder relations
Royal Unibrew’s Management strives and works actively to maintain a good and transparent communication and dialogue
with its shareholders and other stakeholders. We believe that a high level of transparency in the communication of information on the Company’s development supports our work and a fair valuation of the Company’s shares. Our openness is limited only by the duties of disclosure of Nasdaq Copenhagen and by competitive considerations.

The dialogue with and communication to shareholders and other stakeholders take place in connection with the publishing of Annual and Interim Reports and other announcements communicated via audio casts, meetings with investors, analysts and the media. Annual and Interim Reports and other announcements are available at Royal Unibrew’s website immediately after being published. Our website also includes material used in connection with investor presentations and audio casts.

According to the Articles of Association of the Royal Unibrew, general meetings shall be convened not more than five weeks and not less than three weeks prior to the general meeting. It is an objective to formulate the notice convening the meeting and the agenda in a way that gives shareholders an adequate presentation of the business to be transacted at the general meeting. Proxies are limited to a specific general meeting and are formulated also to allow absent shareholders to give specific proxies for individual items of the agenda – either to the Board of Directors or to a person attending the general meeting. All documents relating to general meetings are published at Royal Unibrew’s website.

Each share of a nominal value of DKK 2 entitles the holder to one vote. Royal Unibrew’s shares are not subject to any restrictions of voting rights, and the Company has only one class of shares.

All shareholders may submit proposals for resolutions to the Board of Directors to be considered at the AGM; such proposals for resolutions are to be received by the Board of Directors no later than six weeks prior to the date of the AGM.

Board of Directors
The Board of Directors oversees the company’s overall strategy and supervises the organizational, financial and performance management of the Company as well as continuously evaluates the work performed by the Executive Board on behalf of the shareholders.

The Board of Directors performs its tasks in accordance with the Rules of Procedure of the Company governing the Board of Directors and the Executive Board. These Rules of Procedure are reviewed and updated annually by the Board of Directors.

The Board of Directors usually meets for six annual ordinary board meetings, of which at least one focuses on the Company’s strategy and prospects and one takes place in a market in which the Company operates. In addition, the Board members meet when required. In 2019, 9 board meetings were held, and the following absentees were noted:

Heidi Kleinbach-Sauter 1 time absent
Lars Vestergaard 1 time absent

The Board of Directors has established the following committees:

Nomination and Remuneration Committee
The committee consists of the Chairman and the Deputy Chairman of the Board of Directors. In 2019, the primary activities of the committee were the preparation of the annual evaluation of the Board of Directors, the selection and nomination of potential new candidates for the Board of Directors, the overall succession planning of the Board of Directors and the Executive Board as well as the assessment and recommendation of remuneration of the Board of Directors and the Executive Board. Furthermore, the committee considered the implications of the implementation of the revised Shareholder Rights Directive and prepared the remuneration report to be presented at the AGM in 2020. The committees had 20 meetings in 2019.

Audit Committee
The committee consists of two members; the Chairman (Lars Vestergaard) and one member (Christian Sagild). The low level of complexicity of the business and wide usage of standard and automated IT tools are the prime reasons for the size of the committee. It is the Audit Committee’s objective to secure quality and integrity in the Company’s presentation of Financial Statements, audit and financial reporting. Further, the Audit Committee monitors accounting and reporting processes, the audit of the Company’s financial reporting, risk issues and the external auditor’s performance and independence. Moreover, the Audit Committee assesses and recommends to the Board of Directors re-election of external auditors. The external auditor has participated in all meetings of the Audit Committee. The committee had four meetings in 2019.

Evaluation of the work of the Board of Directors
Evaluation of the work of the Board of Directors takes place annually. The evaluation focuses on ensuring that the Board of Directors (as a body) has expertise and experience within Fast Moving Consumer Goods (FMCG), production, sales and marketing of brands globally and in business-to-business markets, strategic and general management and within economic, financial and capital market issues, including those relating to listed companies. The evaluation is facilitated by the Chairman of the Board of Directors. For this purpose, the Chairman receives written replies to a questionnaire distributed to all members of the Board. The findings of the evaluation were presented and discussed at a Board meeting and it was concluded that the Board of Directors possesses the necessary competencies taken Royal Unibrew’s business model and strategy into consideration.

An external consultant is involved in the evaluation at least every third year which will take place in 2020.

Both the performance of the Executive Board and the cooperation between the Board of Directors and the Executive Board are evaluated annually as a minimum.

Composition of the Board of Directors
When composing the Board of Directors, we emphasize that the members have the competences required. The Board of Directors assesses its composition annually, ensuring that the combined competences and diversity of the members match the Group’s activities.

Candidates for the Board of Directors are recommended for election by the general meeting supported by motivation in writing by the Board of Directors as well as a description of the recruiting criteria. The individual members’ competences and credentials are described in the below section on the Board of Directors and the Executive Board. Upon their election, the new Board members are introduced to the company through a focused program.

Election of members by the employees takes place in compliance with the company law rules described at the Company’s website. When joining the Board of Directors, the members elected by the employees are offered relevant training in serving on a board.

Royal Unibrew has focus on running its business and designing its management systems in accordance with the updated Recommendations for Corporate Governance of 23 November 2017. The objective is to ensure that Royal Unibrew meets its obligations to shareholders, customers, employees, authorities and other stakeholders in the best possible way and that long-term value creation is pursued.

The recommendations of the Committee on Corporate Governance, current legislation and regulation in the area, best practice and internal rules provide the framework for Royal Unibrew’s corporate governance in a transparent and responsible fashion.
Royal Unibrew complies with the Corporate Governance Recommendations with two exceptions as described below.

Royal Unibrew’s website http://investor.royalunibrew.com/corporate-governance provides a detailed description of the Board of Directors’ approach to the Corporate Governance Recommendations issued by the Committee on Corporate Governance.

Diversity
A statement is made in accordance with section 99 b of the Danish Financial Statements Act.

Royal Unibrew aims to promote diversity from a conviction that diversity leads to cohesion. This includes an equitable representation of both genders, both within the Board of Directors as well as in our respective Management Teams and our workforce in general. This is based on a wish to strengthen the versatility and total competences of the business and to improve decision-making processes.

The international management team of Royal Unibrew – a total of 120 leaders – comprises 69% (2017: 70%) men and 31% (2017: 30%) women. Our target is a more balanced gender representation of at least 40% of each gender. When recruiting new executives, we prioritize identifying candidates of both genders without discrimination and see to encourage female candidates’ interest in taking on managerial tasks.

Currently, the Board of Directors consists of three male Board members elected by the Denmark based employees and seven Board members elected by the Annual General Meeting. Five of those are Danish, two are non-Danish. It is the intend to nominate two selected female, non-Danish Board members during our upcoming Annual General Meeting on 25 April 2019 in order to enhance our Board of Directors forum with qualified talent and more diverse expertise. Hemming Van, who has served our Board of Directors since 2004 with great energy and commitment, has decided not to run for re-election during our 2019 AGM and hence will leave our Board of Directors at that occasion.

We aim for the Board of Directors to consist of expert members who should, to the widest extent possible, complement each other in terms of age, background, nationality, gender, etc. with a view to ensuring a competent and versatile contribution to the board duties at Royal Unibrew. These matters are assessed when the Nomination and Remuneration Committee identifies new candidates for the Board of Directors, and it is an objective of the committee to identify both male and female candidates. However, recommendation of candidates will always be based on an assessment of the individual candidates’ competences and how they match Royal Unibrew’s needs and contribute to the overall efficiency of the Board.

Shareholder and stakeholder relations
Royal Unibrew’s Management wants and works actively to maintain good and transparent communication and dialogue with its shareholders and other stakeholders. The Company believes that a high level of transparency in the communication of information on the Company’s development supports the Company’s work and a fair valuation of the Company’s shares. The Group‘s openness is limited only by the duties of disclosure of Nasdaq Copenhagen A/S and by competitive considerations.

The dialogue with and communication to shareholders and other stakeholders take place by the issuing of Annual and Interim Reports and other announcements communicated by the Company via audio casts, meetings with investors, analysts and the press. Annual and Interim Reports and other announcements are available at Royal Unibrew’s website immediately after being published. Our website also includes material used in connection with investor presentations and audio casts.

According to the Articles of Association of the Company, General Meetings shall be convened not more than five weeks and not less than three weeks prior to the General Meeting. It is an objective to formulate the notice convening the meeting and the agenda and to give shareholders an adequate presentation of the business to be transacted at the General Meeting. Proxies are limited to a specific General Meeting and are formulated also to allow absent shareholders to give specific proxies for individual items of the agenda – either to the Board of Directors or to a person attending the General Meeting. All documents relating to General Meetings are published at Royal Unibrew’s website.

Each share of a nominal value of DKK 2 entitles the holder to one vote. Royal Unibrew’s shares are not subject to any restrictions of voting rights, and the Company has only one class of shares.

All shareholders may submit proposals for resolutions to the Board of Directors to be considered at the Annual General Meeting; such proposals for resolutions are to be received by the Board of Directors no later than six weeks prior to the date of the Annual General Meeting.

Board of Directors
The Board of Directors oversees the company's overall strategy and supervises the organizational, financial and performance management of the Company as well as continuously evaluates the work performed by the Executive Board on behalf of the shareholders.

The Board of Directors performs its tasks in accordance with the Rules of Procedure of the Company governing the Board of Directors and the Executive Board. These Rules of Procedure are reviewed and updated regularly by the full Board of Directors.

The Board of Directors usually meets for six annual ordinary board meetings, of which at least one focuses on the Company’s strategy and prospects and one takes place in a market in which the Company operates. In addition, the Board members meet when required. In 2018, nine board meetings were held and the following absentees were noted:

Ingrid Jonasson Blank 1 time absent
Hemming Van 1 time absent

The Board of Directors has established the following committees:

Nomination and Remuneration Committee
The committee consists of the Chairman and the Deputy Chairman of the Board of Directors. In 2018, the primary activities of the committee were the preparation of the annual evaluation of the Board of Directors, the selection and nomination of potential new candidates for the Board of Directors, the overall succession planning of the Board of Directors and the Executive Board as well as the assessment and recommendation of remuneration of the Board of Directors and the Executive Board. The committee held nine meetings in 2018. 

Audit Committee
Until August 2018, the collective Board of Directors had undertaken the Audit Committee tasks jointly. This should be viewed in light of the Company’s size and complexity until then. In the light of the growth of the company and in the context of increasing demands on reporting, governance and compliance, it was decided to install an Audit Committee. Hence, Royal Unibrew now complies with recommendation 3.4 from the Committee on Corporate Governance. The committee consists of a Chairman (Lars Vestergaard) and a member (Christian Sagild). It is the Audit Committee's objective to secure quality and integrity in the Company’s presentation of Financial Statements, audit and financial reporting. Further, the Audit Committee monitors accounting and reporting processes, the audit of the Company’s financial reporting, risk issues and the external auditor’s performance and independence.

Moreover, the Audit Committee will assess and recommend to the Board of Directors re-election of external auditors. The external auditor has participated in three meetings of the Board of Directors in connection with the Board of Directors’ performance of Audit Committee tasks. The committee held one meeting in 2018.

Evaluation of the work of the Board of Directors
Evaluation of the work of the Board of Directors takes place annually. The evaluation focuses on ensuring that the Board of Directors (as a body) has expertise and experience within Fast Moving Consumer Goods (FMCG), production, sales and marketing of brands globally and in business-to-business markets, strategic and general management and within economic, financial and capital market issues including those relating to listed companies. The evaluation is facilitated by the Chairman of the Board of Directors. For this purpose, the Chairman receives written replies to a questionnaire distributed to all members of the Board. The findings of the evaluation are presented and discussed at a meeting of the Board of Directors.

Going forward, the Board of Directors has decided to have an external consultant involved in the evaluation at least every third year.

Both the performance of the Executive Board and the cooperation between the Board of Directors and the Executive Board are evaluated annually as a minimum.

Composition of the Board of Directors
When composing the Board of Directors, we emphasize that the members have the competences required. The Board of Directors assesses its composition annually, ensuring that the combined competences and diversity of the members match the Group’s activities.

Candidates for the Board of Directors are recommended for election by the General Meeting supported by motivation in writing by the Board of Directors as well as a description of the recruiting criteria. The individual members’ competences and credentials are described in the below section on the Board of Directors and the Executive Board. In the section above on the Board of Directors’ resolutions and proposed resolutions for the AGM is a description of the qualifications relating to the two candidates for the Board of Directors that will be proposed for election by the Annual General Meeting. During the year 2018 an exceptional five new Board members were elected, two thereof by the Denmark based employees and three were elected by the shareholders during the 2018 Annual General Meeting. Upon their election, the new Board members are introduced to the company through a focused program.

At present, the Board of Directors consists of seven members elected by the General Meeting and three members elected by the employees. Election of members by the employees takes place in compliance with the company law rules described at the Company’s website. When joining the Board of Directors, the members elected by the employees are offered relevant training in serving on a board.

Royal Unibrew complies with the Corporate Governance Recommendations issued by the Committee on Corporate Governance with two exceptions:

Disclosure of the remuneration policy (recommendation 4.2):
The Committee recommends that the total remuneration granted to each member of the Board of Directors and the Executive Board by the company and other companies in the group, including information on the most important contents of retention and retirement/resignation schemes, be disclosed in the annual report and that the linkage with the remuneration policy be explained. Further, it is recommended to disclose a remuneration report on the company’s website.

The remuneration of members of the Board of Directors is disclosed in the section ”Remuneration”. Disclosure of the remuneration of the individual members of the Executive Board is not at present considered material to stakeholders’ assessment. For detailed information on the Remuneration Policy of the Board of Directors and the Executive Management, we refer to pages 43 and 44 of this Annual Report as well as Note 5. The remuneration of the Executive Board is considered in line with that of peer companies. The remuneration of the Executive Board is in accordance with the remuneration policy.

Whistleblower scheme (recommendation 5.2):
The Committee recommends the Board of Directors to establish a whistleblower scheme for expedient and confidential notification of possible or suspected wrong doing.

As part of Royal Unibrew’s Ethics Policy, employees have been given the opportunity to report violations or suspicion of violations confidentially to the Legal Department. 

Royal Unibrew has focus on running its business and designing its management systems in accordance with the corporate governance principles. The objective is to ensure that Royal Unibrew meets its obligations to shareholders, customers, employees, authorities and other stakeholders in the best possible way and that long-term value creation is supported.

The recommendations of the Committee on Corporate Governance, current legislation and regulation in the area, best practice and internal rules provide the framework for Royal Unibrew’s corporate governance.

Royal Unibrew complies with the Corporate Governance Recommendations with very few exceptions which are described below.

Royal Unibrew’s website http://investor.dk.royalunibrew.com/corporate-governance.cfm provides a detailed description of the Board of Directors’ approach to the Corporate Governance Recommendations issued by the Committee on Corporate Governance.

Royal Unibrew complies with the Corporate Governance Recommendations issued by the Committee on Corporate Governance with the following two exceptions:

Board committees (recommendation 3.4):

The Committee recommends that the board of directors establish an actual audit committee composed so that the chairman of the board of directors is not the chairman of the audit committee.

The Board of Directors of Royal Unibrew has decided to take on the audit committee tasks jointly. As a result of this, as allowed under applicable legislation, the chairman of the Board of Directors is also the chairman of the audit committee. The Board’s decision to take on the audit committee tasks jointly should be viewed in light of the Company’s size, transparency of reporting and clear procedures, due to which the Company’s Board of Directors finds no need for a separate audit committee.

Disclosure of the remuneration policy (recommendation 4.2):

The Committee recommends that the total remuneration granted to each member of the board of directors and the executive board by the company and other companies in the group, including information on the most important contents of retention and retirement/resignation schemes, be disclosed in the annual report and that the linkage with the remuneration policy be explained.

The remuneration of members of the Board of Directors is disclosed in the section ”Remuneration”. Disclosure of the remuneration of the individual members of the Executive Board is not at present considered material to stakeholders’ assessment. The total remuneration of the Executive Board is disclosed in note 5. The remuneration of the Executive Board is considered in line with that of peer companies. The remuneration of the Executive Board is in accordance with the remuneration policy.

Diversity

A statement is made in accordance with section 99 b of the Danish Financial Statements Act.

Royal Unibrew aims at promoting diversity in our organisation, which includes achieving a reasonable representation of both genders, both on the Board of Directors and on the top management team. This is based on a wish to strengthen the versatility and total competences of the business and to improve decision-making processes.

The international management team of Royal Unibrew – comprising the Executive Board and the executives just below – comprises 70% (2016: 65%) men and 30% (2016: 35%) women. The target is at least 40% representation of each gender. When new executives are recruited, emphasis is placed on identifying candidates of both genders without discrimination, and Royal Unibrew is seeking to encourage female candidates’ interest in taking on managerial tasks. 

At present, five of the directors of Royal Unibrew elected by the general meeting are men and one is a woman, while the directors elected by the employees are three men and one woman. Since 2014, the Board of Directors has had two international members and five Danish members elected by the general meeting. The target is an approximate 20% share of female directors before 2020. No directors elected by the general meeting have been replaced in 2017; therefore, the target of 20% has not yet been reached. Following the retirement of one male director, the share of female directors has increased from 14% to 17%.

It is the Board of Directors’ objective that its members should, to the widest extent possible, complement each other in terms of age, background, nationality, gender, etc with a view to ensuring a competent and versatile contribution to the board duties at Royal Unibrew. These matters are assessed when the nomination committee identifies new candidates for the Board of Directors, and it is an objective of the committee to identify both male and female candidates. However, recommendation of candidates will always be based on an assessment of the individual candidates’ competences and how they match Royal Unibrew’s needs and contribute to the overall efficiency of the Board.

Shareholder and stakeholder relations

Royal Unibrew’s Management wants and works actively to maintain good and open communication and dialogue with its shareholders and other stakeholders. The Company believes that a high level of openness in the communication of information on the Company’s development supports the Company’s work and a fair valuation of the Company’s shares. The Group‘s openness is limited only by the duties of disclosure of Nasdaq Copenhagen A/S and by competitive considerations.

The dialogue with and communication to shareholders and other stakeholders take place by the issuing of Annual and Interim Reports and other announcements by the Company, via audio casts, meetings with investors, analysts and the press. Annual and Interim Reports and other announcements are accessible at Royal Unibrew’s website immediately after being published. Our website also includes material used in connection with investor presentations and audio casts. 

According to the Articles of Association of the Company, general meetings shall be convened not more than five weeks and not less than three weeks prior to the general meeting. It is an objective to formulate the notice convening the meeting and the agenda so as to give shareholders an adequate presentation of the business to be transacted at the general meeting. Proxies are limited to a specific general meeting and are formulated in such a way as to allow absent shareholders to give specific proxies for individual items of the agenda – either to the Board of Directors or to a person attending the general meeting. All documents relating to general meetings are published at Royal Unibrew’s website. 

Each share of a nominal value of DKK 2 entitles the holder to one vote. Royal Unibrew’s shares are not subject to any restrictions of voting rights, and the Company has only one class of shares.

All shareholders may submit proposals for resolutions to the Board of Directors to be considered at the general meeting; such proposals for resolutions are to be received by the Board of Directors not later than six weeks prior to the date of the general meeting.

Work of the Board of Directors

The Board of Directors handles overall strategic management, financial and managerial supervision of the Company as well as continuous evaluation of the work performed by the Executive Board on behalf of the shareholders.

The Board of Directors performs its work in accordance with the Rules of Procedure of the Company governing the Board of Directors and the Executive Board. These Rules of Procedure are reviewed and updated regularly by the full Board of Directors.

The directors usually meet for five annual ordinary board meetings, one of which focuses on the Company’s strategic situation and prospects. In addition, the directors meet when required. In 2017, 8board meetings were held and 5 absentees were noted.

The Board of Directors has established the following committees:

Nomination committee

The nomination committee consists of the Chairman and Deputy Chairman of the Board of Directors. In 2017, the primary activities of the nomination committee were the preparation of the annual evaluation of the Board of Directors and the recruiting of a new CEO. The committee held 3 meetings in 2017.

Remuneration committee

The remuneration committee consists of the Chairman and Deputy Chairman of the Board of Directors. In 2017, the primary activities of the remuneration committee were the assessment and recommendation of remuneration of the Board of Directors and the Executive Board. The committee held 2 meetings in 2017.

Audit committee

The Board of Directors of Royal Unibrew has so far jointly undertaken the audit committee tasks. This should be viewed in light of the Company’s size until now,  transparency of reporting and clear procedures. Consequently, the Company’s Board of Directors has not previously found any need for a separate audit committee. The Board of Directors has decided that, going forward, it  will not jointly undertake the audit committee tasks; in consequence, a separate audit committee will be established following the AGM in April 2018. Hence Royal Unibrew will going forward comply with recommandation 3.4 from the Committee on Corporate Governance. It is the Board of Directors`objective to secure quality and integrity in the Company’s presentation of Financial Statements, audit and financial reporting. At the same time, the Board of Directors monitors accounting and reporting processes, the audit of the Company’s financial reporting, risk issues and the external auditor’s performance and independence. Moreover, due to new legislation requiring a mandatory change of external auditor, the Board of Directors has prepared a recommendation for appointment of a new external auditor for the AGM in 2018. The external auditor has participated in three meetings of the Board of Directors in connection with the Board of Directors’ performance of audit committee tasks.

Evaluation of the work of the Board of Directors

Annual evaluation of the work of the Board of Directors is performed. The evaluation focuses on ensuring that the Board of Directors as a body has expertise and experience within Fast Moving Consumer Goods (FMCG), production, sales and marketing of brands globally and in business-to-business markets, strategic and general management and within economic, financial and capital market issues, including those relating to listed companies. The evaluation is made by the Chairman of the Board of Directors. For this purpose the Chairman receives written replies to a questionnaire distributed to all members of the Board. The findings of the evaluation are presented and discussed at a meeting of the Board of Directors.

The evaluation in 2017 did not give rise to changing the composition of the Board of Directors as the necessary competences are considered to be in place. Moreover, the Board of Directors evaluated that by establishing an audit committee and by continuous reporting from the nomination committee and the remuneration committee to the Board of Directors the working method could be strengthened.

The Executive Board and the cooperation between the Board of Directors and the Executive Board are evaluated on an annual basis as a minimum.

Composition of the Board of Directors

When composing the Board of Directors, we emphasise that the members have the competences required to solve the tasks. The Board of Directors assesses its composition annually, including ensuring that the combined competences and diversity of the members match the Group’s activities. 

Candidates for the Board of Directors are recommended for election by the general meeting supported by motivation in writing by the Board of Directors as well as a description of the recruiting criteria. The individual members’ competences are described in the below section on the Board of Directors and the Executive Board. When joining Royal Unibrew, new members of the Board of Directors are given an introduction to the Royal Unibrew and to the markets in which the Group operates.

At present, the Board of Directors consists of six members elected by the general meeting and four members elected by the employees. Election of members by the employees takes place in compliance with the company law rules described at the Company’s website. When joining the Board of Directors, the members elected by the employees are offered relevant training in serving on a board.

All members of the Board of Directors elected by the general meeting, except for Hemming Van who has been a member of Royal Unibrew’s Board of Directors for more than 12 years, are considered independent in accordance with the Corporate Governance Recommendations issued by the Committee on Corporate Governance.

Royal Unibrew has focus on running its business and designing its management systems in accordance with good corporate governance practices. The objective is to ensure that Royal Unibrew meets its obligations to shareholders, customers, employees, authorities and other stakeholders and that longterm value creation is pursued. The recommendations of the Committee on Corporate Governance, current legislation and regulation within the area, best practices and internal rules provide the framework for Royal Unibrew’s corporate governance.

For the financial year 2020, Royal Unibrew has prepared a remuneration report in accordance with section 139b of the Danish Companies Act. The report concludes that the remuneration of the Board of Directors and the Executive Management has been provided in accordance with the remuneration policy and incentive guidelines of Royal Unibrew adopted by the AGM on 28 April 2020.

Royal Unibrew established a whistleblower scheme in 2019 for expedient and confidential notification of possible or suspected wrong doings. In 2020, no whistleblower cases were reported.

The recommendations of the Committee on Corporate Government, current legislation and regulation within the area, best practices and internal rules provide the framework for Royal Unibrew's corporate governance. Royal Unibrew's objective is to ensure that Royal Unibrew meets its obligations to shareholders, customers, employees, authorities and other stakeholders and that long-term value creation is pursued.

Royal Unibrew has prepared a Remuneration Report in accordance with section 139b of the Danish Companies Act for the financial year 2021, which concludes that the remuneration of the Board of Directors and the Executive Management is disclosed in accordance with the incentive guidelines and remuneration policy adopted by the Annual General Meeting on 15 April 2020. When granting the variable part of the remuneration, information is made available for the potential value of the programs at the time of exercise.

In compliance with the recommendations on Corporate Governance issued by the Committee on Corporate Governance, Royal Unibrew has prepared a detailed description in the company’s Corporate Governance Report 2021.

The framework for Royal Unibrew’s corporate governance is based on recommendations by the Danish Committee on Corporate Governance, current legislation and regulation, best practices and internal rules. Royal Unibrew’s objective is to ensure that Royal Unibrew meets its obligations to shareholders, customers, employees, authorities and other stakeholders and that long-term value creation is pursued

Annual General Meeting / shareholders

The Annual General Meeting (AGM) is the ultimate authority in all affairs of Royal Unibrew. According to the Articles of Association of Royal Unibrew, AGMs shall be called not earlier than five weeks and not later than three weeks prior to the AGM. It is an objective to formulate the notice convening the meeting and the agenda in a way that gives shareholders an adequate presentation of the business to be transacted at the general meeting. Proxies are limited to a specific AGM and are formulated also to allow absent shareholders to give specific proxies for individual items of the agenda – either to the Board of Directors or to a person attending the AGM. All documents relating to AGMs are available at Royal Unibrew’s website no later than three weeks prior to the AGM. 
Each share of a nominal value of DKK 2 entitles the holder to one vote. Royal Unibrew’s shares are not subject to any restrictions of voting rights, and the Company has one class of shares.
Proposals for resolutions to be considered at the AGM may be submitted by shareholders to the Board of Directors no later than six weeks prior to the date of the AGM.

Royal Unibrew’s corporate governance framework is based on recommendations by the Danish Committee on Corporate Governance, current legislation and regulation, best practices and internal rules. Royal Unibrew aims to fulfil its responsibilities to shareholders, customers, employees, authorities and other stakeholders while actively pursuing the creation of long-term value.

Annual General Meeting / shareholders

The ultimate authority in all affairs of Royal Unibrew is the Annual General Meeting (AGM). According to the Articles of Association of Royal Unibrew, AGMs shall be called not earlier than five weeks and not later than three weeks prior to the AGM. It is an objective to formulate the notice convening the meeting and the agenda in a way that gives shareholders an adequate presentation of the business to be transacted at the general meeting. Proxies are limited to a specific AGM and are formulated also to allow absent shareholders to give specific proxies for individual items of the agenda – either to the Board of Directors or to a person attending the AGM. All documents relating to AGMs are available at Royal Unibrew’s website no later than three weeks prior to the AGM. Each share of a nominal value of DKK 2 entitles the holder to one vote. Royal Unibrew’s shares are not subject to any restrictions of voting rights, and the Company has one class of shares.