I. Introduction

A Charter founding the New Carlsberg Foundation was published on 20 January 1902 by the brewer and honorary doctor of philosophy, Carl Jacobsen, and his wife, Ottilia, with the object to foster and benefit the arts in the founders' fatherland.

On the same day, the founders endowed the New Carlsberg brewery to the Carlsberg Foundation and the New Carlsberg Foundation was guaranteed a share of the brewery's profits.

On 18 June 1907, brewer Carl Jacobsen also endowed the New Carlsberg Foundation specific sums of money, which, according to the terms of the endowment, form an inviolable sum of primary capital, the interest on which is to be spent on funding the Foundation's objects. The primary capital was subsequently augmented under the terms of brewer Jacobsen's will and later amendments to the Charter in 1923, 1940, 1952 and 1962.

In 1970, Carlsberg Bryggerierne (Carlsberg Breweries) merged with De forenede Bryggerier A/S (The United Breweries) to form Carlsberg A/S. At the same time, the Charter of the Carlsberg Foundation was amended to include a provision, which entitles the New Carlsberg Foundation to a share of the dividends from the Carlsberg Foundation's shareholding in Carlsberg A/S.

II. Name, Place of residence and Object

Article 1  

 (1) The name of the Foundation is "Ny Carlsbergfondet" (The New Carlsberg Foundation).

 (2) The Foundation is an independent foundation under the Carlsberg Foundation.

 (3) The Foundation's place of residence is The City of Copenhagen.


Article 2

 (1) The Foundation's object is:

A.To continue the work begun by Carl and Ottilia Jacobsen in the service of the arts by the establishment of Ny Carlsberg Glyptotek and other museums, the acquisition of works of art, the construction of monumental buildings, etc.

B.and otherwise to foster and promote the knowledge and study of the arts and art history with the aim of developing and satisfying the appreciation of and desire for the arts in Denmark.

 (2) The word "arts" is understood to apply not only to the pictorial arts and architecture, but also to industrial arts and landscape gardening. 

 (3) Each year, up to 2% of the Foundation's annual profits after the obligatory allocations and any allocations deemed necessary by the Board, may be used to support other purposes which may serve to promote the work of the Foundation.

 

III. The Capital and revenue of The New Carlsberg Foundation

Article 3  

 (1) The Foundation's capital comprises primary capital and free reserves.

 (2) The Foundation's primary capital is inviolable. At least two thirds of the primary capital sum must be invested in accordance with the legal regulations for investment of funds. However, an unlimited sum of primary capital may be invested in Carlsberg A/S shares. Up to one third of the Foundation's primary capital sum may be invested at the discretion of the Board of the New Carlsberg Foundation, either in bonds deemed particularly appropriate for long-term investment, in property or as a deposit in the Carlsberg Foundation. Property investments must be approved by the Board of the Carlsberg Foundation.

 (3) The property, owned by the primary capital, which bears title no. 76 Snarens Kvarter, commonly known as Bryggergården (The Brewery), may be neither mortgaged nor sold. Other assets in the possession of the primary capital must carry an endorsement to the effect that they cannot be disposed of except with the approval of the Chairman of the Board of the Carlsberg Foundation.

 (4) The sum designated as free reserves may be invested in pursuance of the provisions adopted by the Board of the New Carlsberg Foundation at any time.

 

IV. The management of The New Carlsberg Foundation

Article 4

 (1) The Foundation is managed by a Board, comprising three members, one of whom is Chairman of the Board.

The Board and its Chairman are nominated by the Board of the Carlsberg Foundation after prior negotiation with the current members of the Board of the New Carlsberg Foundation.

 (2) Board members are elected for a period of six years. Outgoing members of the Board may stand for re-election. A six-year election period may be curtailed in connection with the election of the Board member in order to prevent a situation, in which several Board members resign from the Board at the same time.

 (3) The Chairman of the Board is nominated by the Carlsberg Foundation, when an ordinary period of office has expired. The Chairman may be re-nominated. Board members must resign their seat not later than at the end of the accounting year, in which they turn 70. Furthermore, a Board member elected to the Board after the commencement of the present Charter, is obliged to resign his seat not later than by the end of the accounting year in which the same Board member has held a seat on the Board for a period of 15 years, notwithstanding that the Board member's period of office has not yet expired. 

 (4) A Board member is obliged to resign from the Board if the Board member's estate is no longer at his disposal or if, due to permanent illness or for some other special reason, the Board member becomes incapable of performing the task entrusted to him.


Article 5

 (1) The Board is responsible for ensuring that the Foundation's activities are organised responsibly.

 (2) The Board employs the staff required to manage the Foundation.

 

Article 6

 (1) The quaestor of the Carlsberg Foundation is responsible for the Foundation's accounts and budgets, and manages the Foundation's portfolio. His duties are to be performed in compliance with applicable legislation, the provisions of the Charter and prescriptions of the Board.

 (2) It is incumbent upon the Board to verify compliance with the obligations stated in (1).

 

Article 7

 (1) The Foundation's Board meets at the Chairman's discretion or when a Board member requests that a meeting be held.

 (2) The Board is competent to transact business when two Board members are present. Unless otherwise determined in the present Charter, decisions of the Board are adopted by a simple majority of votes.

 (3) Matters discussed in the Board will be written down in the minutes, which include all decisions reached. The minutes are signed by the members present.

 

Article 8

The Foundation's activities in pursuance of Article 2 may be executed on the basis of applications lodged with the Foundation as well as on the Foundation's initiative.

 

Article 9

 (1) The Board prepares an annual report of the Foundation's activities. This report and the Foundation's audited accounts are published in a format selected by the Board.

 (2) The report and audited accounts are presented to the Board of the Carlsberg Foundation for approval in accordance with the provisions pertaining to such presentation in the Charter of the Carlsberg Foundation.

 

Article 10

 (1) Members of the Foundation's Board are entitled to an annual remuneration for holding the office.

 (2) The remuneration stated in (1) is determined by the Carlsberg Foundation in consultation with the Board.

 (3) The remuneration payable to the quaestor of the Carlsberg Foundation for execution of the tasks stated in Article 6, is agreed between the Board and the Board of the Carlsberg Foundation.

 

Article 11

 (1) Two members of the Board in unison may sign on behalf of the Foundation.

 (2) Under specific circumstances, the Board of the Foundation may grant special powers to sign on behalf of the Foundation.

 

V. Accounting and Audits

Article 12

 (1) The Foundation's accounting year is from 1 January to 31 December.

 (2) The annual accounts must be drawn up in accordance with best accounting practices as regards not only evaluating assets relevant for specification in the accounts, but also the names of the various entries.

 

Article 13

 (1) The Foundation's accounts are prepared by the quaestor of the Carlsberg Foundation and subject to auditing by a State-authorised accountant nominated by a member of the Board of the Carlsberg Foundation and approved by the Board.

 (2) It is incumbent upon the auditor to audit the accounts in accordance with best accounting practices.

 (3) The audited accounts are signed and approved by the Board and presented to the Board of the Carlsberg Foundation for approval in pursuance of the provision in Article 9(2).

 

Article 14

 (1) For the purpose of consolidating the primary capital, a sum is reserved corresponding to 10% of the Foundation's net profits stated in the accounts after deduction of any unamortised losses from previous years and before inclusion in the annual results of realised and/or unrealised capital gains earned and losses on the Foundation's bonds.

 (2) Any remaining profits are transferred to free reserves and thus at disposal for investment in the Foundation's objects.

 

VI. Amendments to The Charter, etc.

Article 15

 (1) In the event that the Board is in any doubt as to how the provisions of the current Charter are to be interpreted, relevant questions must be posed to the Board of Carlsberg Foundation with a view to a decision as to what constitutes a correct interpretation.

 (2) Any amendment to the Foundation's Charter may only be adopted on the basis of unanimous recommendations from the Board of the Carlsberg Foundation or unanimous recommendations from the Board of the New Carlsberg Foundation and adopted unanimously by the Board of the other foundation.