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- Introduction
- Name, domicile and objects
- Capital and revenue of The New Carlsberg Foundation
- Management of The New Carlsberg Foundation
- Accounts and audit
- Amendments to the Charter etc.
I. Introduction
The New Carlsberg Foundation was established by Dr. Carl Jacobsen, brewer,
and his wife Ottilia Jacobsen under a Charter dated 20 January 1902
with the aim of supporting the arts in the founders’ native country.
In a deed of gift of the same date the founders also
donated the New Carlsberg Brewery to The Carlsberg Foundation, and The New
Carlsberg Foundation was at the same time guaranteed a quota of the brewery
profits.
In a deed of gift dated 18 June 1907, Carl Jacobsen,
brewer, furthermore donated specific sums of money to The New Carlsberg
Foundation, whereof in accordance with the terms of the deed of gift an
inviolable Basic Capital Fund was set up, the profit from which was to be used
for the Foundation's objects. This Basic Capital Fund was further increased by
Jacobsen’s will and subsequent amendments to the Charter in 1923, 1940, 1952
and 1962.
In 1970 The Carlsberg Breweries merged with The United
Breweries Co. Ltd., now Carlsberg Limited. At the same time, The Carlsberg
Foundation’s Charter entitled The New Carlsberg Foundation to a share of the
profits from The Carlsberg Foundation’s shares in Carlsberg Limited.
II. Name, domicile and objects
| § 1 | Art. 1 | The name of the Foundation shall be The New Carlsberg Foundation. |
| Art. 2 | The Foundation shall represent a special department of The Carlsberg Foundation. |
| Art. 3 | The Domicile of the Foundation shall be the municipality of Copenhagen. |
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| § 2 | Art. 1 | The Objects of the Foundation shall be: |
| | - 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.;
- In other suitable ways 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.
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| Art. 2 | The arts refer not just to pictorial art and
architecture, but also to industrial art and landscape gardening. |
| Art. 3 | Every year up to 2% of the Foundation’s annual
profits may be used to support other purposes that may serve to promote the
Foundation’s objects, once the obligatory allocations and those deemed
necessary by the Board of Directors have been made. |
III. Capital and revenue of The New Carlsberg Foundation
| § 3 | Art. 1 | The capital of the Foundation shall consist of
the Basic Capital Fund, the Reserve Fund and any other free reserves. |
| Art. 2 | The Basic Capital Fund shall be inviolable. At
least two thirds of the assets of the Basic Capital Fund must be invested in
accordance with the rules laid down by law for the investment of foundation
assets. Unlimited investment in shares in Carlsberg Limited shall, however, be
permitted. Up to one third of the assets of the Basic Capital Fund may be
invested at the discretion of the Board of Directors of The New Carlsberg
Foundation, either in such bonds and shares as are deemed particularly suitable
for long-term investment, or in property or as assets held in The Carlsberg
Foundation. The consent of the Board of Directors of The Carlsberg Foundation
shall be required prior to any investment in property. |
| Art. 3 | The property belonging to the Basic Capital
Fund, land register no. 76 in Snarens district, known as Bryggergården, may not
be disposed of or mortgaged. The other assets belonging to the Basic Capital
Fund shall be issued with an endorsement that they may not be disposed of
without the express agreement of the chairman of the Board of Directors of The
Carlsberg Foundation. |
| Art. 4 | The monies allocated to the Reserve Fund may
only be used following a unanimous decision by the Board of Directors; the sums
thus used must be replaced in the Reserve Fund as specified below in § 14, Art. 1. |
| Art. 5 | The monies allocated to the Reserve Fund and any
other free reserves may be invested in accordance with decisions taken by the
Board of Directors of The New Carlsberg Foundation. |
IV. Management of The New Carlsberg Foundation
| § 4 | Art. 1 | The Foundation shall be managed by a board of management
designated as a Board of Directors consisting of three members appointed by the
Board of Directors of The Carlsberg Foundation for a period of six years. |
| Art. 2 | One Member of the Board of Directors shall
retire every other year. Retiring Members shall be eligible for re-election. In
the event of the retirement of a Member prior to the expiry of his or her term
of office, a new Member shall be elected to the Board of Directors for the
remainder of the retiring Member’s term of office. |
| Art. 3 | The Chairman of the Board of Directors shall be
appointed by The Carlsberg Foundation at the end of an ordinary term of office.
The Chairman shall be eligible for re-election. |
| Art. 4 | A Member of the Board of Directors shall be
obliged to retire from the Board in the event of personal insolvency, or should
chronic illness or other particular reason deprive him or her of his or her
ability to serve as a Member of the Board. |
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| § 5 | Art. 1 | The Board of Directors shall ensure the
responsible management of the Foundation’s business. |
| Art. 2 | The Board of Directors shall appoint the staff required to manage the Foundation. |
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| § 6 | Art. 1 | The Bursar of The Carlsberg Foundation shall be
responsible for the Foundation’s accounts, budgets and portfolio of
investments, all in conformity with the relevant legislation, the provisions of
the Charter and the instructions of the Board of Directors. |
| Art. 2 | The Board of Directors shall be responsible for verifying that the duties imposed under the requirements set out in Art. 1 are complied with. |
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| § 7 | Art. 1 | The Board of Directors of the Foundation shall hold meetings as may be determined by the Chairman or whenever a Member shall so request. |
| Art. 2 | The Board of Directors shall be competent to transact business when two members of the Board are present. Except as may be otherwise provided in the present Charter, all decisions of the Board shall be
made by simple majority vote. |
| Art. 3 | Minutes shall be kept of the proceedings of the Board of Directors, in which all decisions shall be recorded. The Minutes shall
be signed by all members present at the meeting in question. |
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| § 8 | | The Foundation’s business in accordance with § 2 may be conducted both on the basis of
applications submitted to the Foundation and on the Foundation’s own
initiative. |
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| § 9 | Art. 1 | The Board of Directors shall prepare an Annual Report of the activities of the Foundation. The Report and the Foundation’s
audited accounts shall be published in a form determined by the Board of Directors. |
| Art. 2 | The Report and audited accounts shall be
submitted to the Board of Directors of The Carlsberg Foundation for approval as specified in the Statutes of The Carlsberg Foundation. |
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| § 10 | Art. 1 | Members of the Board of Directors of the
Foundation shall be entitled to receive an annual honorarium in requital of the
performance of their duties. |
| Art. 2 | The amounts of the honoraria referred to in Art. 1 shall be determined by the Board of Directors of The Carlsberg Foundation in
consultation with the Board of Directors of the Foundation. |
| Art. 3 | The remuneration of the Bursar of The Carlsberg Foundation for the performance of the duties specified in § 6 shall be agreed between the Board of Directors
and the Board of Directors of The Carlsberg Foundation. |
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| § 11 | Art. 1 | The Foundation shall be bound by the signatures of any two Members of the Board of Directors. |
| Art. 2 | The Board of Directors of the Foundation may
grant special Power of Attorney to sign, on behalf of the Foundation, documents pertaining to matters detailed in the Power of Attorney. |
V. Accounts and audit
| § 12 | Art. 1 | The Foundation’s accounting year shall run from 1 October to 30 September. |
| Art. 2 | The Annual Accounts shall be made up in conformity with the principles of good accounting practice, with regard to both
the valuation of its assets and the itemisation of the accounts and denomination of the various entries. |
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| § 13 | Art. 1 | The Annual Accounts of the Foundation shall be
compiled by the Bursar of The Carlsberg Foundation and subjected to audit by a chartered accountant selected and approved by the Board of Directors of The Carlsberg Foundation. |
| Art. 2 | It shall be the Auditors’ duty to audit the accounts in conformity with good auditing practice. |
| Art. 3 | The audited Annual Accounts shall be signed and
settled by the Board of Directors and submitted to the Board of Directors of
The Carlsberg Foundation for approval as specified in § 9, Art. 2. |
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| § 14 | Art. 1 |
For the purposes of consolidation, an annual amount
corresponding to 10% of the fund’s net profit in its statement of accounts,
after deduction of eventual losses from previous years not yet written off,
and prior to the inclusion in the annual accounts of profits and/or losses,
realised or not, from the appreciation or depreciation of the fund’s
securities, will be transferred to the capital fund. |
| Art. 2 | The remaining surplus will be transferred to free capital reserves and is available for use in accordance with the purposes of the fund. |
VI. Amendments to the Charter etc.
| § 15 | Art. 1 | Should the Board of Directors be in doubt
regarding the interpretation of provisions contained in the present Charter,
the relevant questions shall be submitted to the Board of Directors of The
Carlsberg Foundation for a ruling. |
| Art. 2 | Amendments to the Foundation’s Charter require a
unanimous recommendation from the Board of Directors of The Carlsberg
Foundation or a unanimous recommendation from the Board of Directors of The New
Carlsberg Foundation, which is unanimously accepted by the Board of Directors
of the other Foundation. |
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