I. Introduction
The New Carlsberg Foundation was established on 20 January 1902 by brewer, dr.phil. h.c. Carl Jacobsen and his wife, Ottilia Jacobsen, with the purpose of working for the benefits of the arts in the founders' homeland.
By deed of gift on the same date, the founders donated their brewery, New Carlsberg, to the Carlsberg Foundation, and the New Carlsberg Foundation was simultaneously guaranteed a part of the brewery profits.
By deed of gift dated 18 June 1907, brewer Carl Jacobsen further donated a specified amount to the New Carlsberg Foundation, which, in accordance with the terms of the deed of gift, established a fixed base fund, the interests of which must be used in accordance with the objects of the foundation. The base fund was further increased by brewer Jacobsen's will and by later amendments to the charter in 1923, 1940, 1952 and 1962.
In 1970, the Carlsberg Breweries were merged with The United Breweries Limited, now Carlsberg A/S, and simultaneously the Carlsberg Foundation's charter was amended to guarantee the New Carlsberg Foundation the right to part of the dividend of the Carlsberg Foundation's shares in Carlsberg A/S.
II. Name, registered office and object
Article 1
1. The name of the foundation shall be the New Carlsberg Foundation.
2. The foundation shall be an independent foundation under the Carlsberg Foundation.
3. The domicile of the foundation shall be the municipality of Copenhagen.
Article 2
1. The objects of the foundation shall be:
A. to continue the deed which Carl and Ottilia Jacobsen began in the service of the arts by establishing the New Carlsberg Glyptotek and other museums, acquisition of artworks, constructing monumental buildings etc.;
B. by other suitable means promote the knowledge about and study of art and art science with the goal to develop and satisfy the appreciation of and the desire for art in Denmark.
2. Art shall not only be understood as pictorial art and architecture, but also applied art and landscape design.
3. For the support of other purposes, which may promote the foundation's objects, up to 2% of the yearly profits can be used, after the mandatory transfers to the base capital and those transfers deemed necessary by the board of directors have been performed.
III. Capital and income for the New Carlsberg Foundation
Article 3
1. The foundation's capital consists of the base fund and distributable reserves.
2. The base fund shall remain fixed and unchanged. At least two thirds of the base fund must be placed in accordance applicable laws that regulate the placement of foundations' capital. However, the capital may be invested in shares in Carlsberg A/S without limitation. Up to one third of the base fund can be invested at the discretion of the board of directors of the New Carlsberg Foundation, either in securities which are deemed particularly fit for lasting placement, or in real estate or as a deposit in the Carlsberg Foundation. Investment in real estate requires consent from the board of directors of the Carlsberg Foundation.
3. The property belonging to the base fund, title no. 76 of Snares Kvarter, named Bryggergården, must not be mortgaged or divested. The other assets of the base fund shall be provided with a notation stating that the asset cannot be the object of any action without the consent of the chairman of the board of directors of the Carlsberg Foundation.
4. Funds transferred to the distributable reserves may be further invested in accordance with the provisions adopted from time to time by the board of directors of the New Carlsberg Foundation.
IV. Management of the New Carlsberg Foundation
Article 4
1. The foundation shall be managed by a board of directors consisting of five members in which one member shall be the chairman of the board.
The board of directors and the chairman shall be appointed by the board of directors of the Carlsberg Foundation after prior consultation with the serving members of the board of directors of the New Carlsberg Foundation.
2. Members of the board of directors shall be elected for a term of 5 years. Retiring members of the board shall be eligible for re-election. The term of office of 5 years may be shortened in connection with the election of a member to the board of directors in order to avoid the simultaneous retirement of several members of the board.
3. The chairman of the board of directors shall be appointed by the Carlsberg Foundation each time an ordinary term has expired. The chairman of the board shall be eligible for reappointment.
Members of the board of directors shall retire by the end of the financial year in which they attain the age of 70. Moreover, any member of the board of directors elected after 28 May 2014 shall be obliged to retire by the end of the financial year in which he or she has served on the board of directors for an aggregate term of 15 years, even if the term of office of the member concerned has not yet expired.
4. Any member of the board of directors shall be obliged to retire from the board in the event that the member is no longer capable of managing his or her own affairs, or due to chronic illness or other special circumstances becomes unfit to serve as a member of the board.
Article 5
1. The board of directors shall be responsible for the proper organisation of the foundation’s business.
2. The board of directors appoints the personnel necessary for the foundation's administration.
Article 6
1. The bursar of the Carlsberg Foundation shall be responsible for the foundation's financial statements, budgets and portfolio management, all in conformity with current legislation, the provisions of the charter and the instructions of the board of directors.
2. The board of directors shall be responsible for verifying that the obligations imposed under article 6.1 are complied with.
Article 7
1. The board of directors of the foundation shall hold meetings as may be determined by the chairman or upon the request of any member of the board.
2. The board of directors shall be competent to transact business when 4 of its members are present. Except as otherwise provided in the present charter, all decisions of the board of directors shall be made by a simple majority of votes. In the event of an equality of votes, the chairman shall have the casting vote.
3. Minutes shall be kept of the proceedings of the board of directors and entered into a minute book. The present members of the board of directors shall sign the minute book.
Article 8
The foundation’s activities, cf. article 2, may be conducted both on the basis of applications submitted to the foundation and at the own initiative of the foundation.
Article 9
1. Every year the board of directors shall prepare an annual review on the activities of the foundation. The annual review and the foundation's audited annual report shall be published in a form to be determined by the board of directors.
2. The annual review and the audited annual report shall be submitted for approval to the board of directors of the Carlsberg Foundation in accordance with the provisions in the charter of the Carlsberg Foundation.
Article 10
1. Members of the board of directors of the foundation shall be entitled to receive an annual honorarium for their duties and services.
2. The honorarium, cf. article 10.1 shall be determined by the board of directors of the Carlsberg Foundation in consultation with the board of directors.
3. The honorarium to the bursar of the Carlsberg Foundation for his or her services, cf. article 6, shall be determined by the board of directors and the board of directors of the Carlsberg Foundation.
Article 11
1. The foundation shall be legally bound by the joint signatures of two members of the board of directors.
2. The board of directors of the foundation may grant a special power of attorney authorising another person to sign, on behalf of the foundation, documents pertaining to matters specified in the power of attorney.
V. Financial statement and audit
Article 12
1. The financial year for the foundation shall be from 1 January to 31 December.
2. The annual report shall be prepared in accordance with generally accepted accounting principles both regarding the assessment of the assets and the account's specification and the designation of the different entries.
Article 13
1. The foundation's annual report shall be prepared by the bursar of the Carlsberg Foundation and shall be subject to auditing from a state-authorised public accountant appointed by the board of directors of the Carlsberg Foundation and approved by the board of directors.
2. The auditor undertakes to audit the annual report in accordance with generally accepted auditing practice.
3. The audited annual report shall be signed and decided by the board of directors and shall be subject to the approval of the board of directors of the Carlsberg Foundation in accordance with article 9.2.
Article 14
1. For consolidation of the base fund, an annual amount equivalent to 4% of the foundation's annual net profit, after deduction of any uncovered losses from previous years and before inclusion in the yearly financial result of realized and/or unrealized capital gains or losses on the foundation's securities, is transferred to the base capital.
2. The remaining profits shall be transferred to the distributable reserves and can be used in accordance with the objects of the foundation.
VI. Amendments to the charter etc.
Article 15
1. Should the board of directors have any doubts regarding the provisions in this charter, the relevant question shall be submitted to the board of directors of the Carlsberg Foundation for a decision.
2. Amendments to the foundation's charter shall be made by unanimous recommendation of the board of directors of the Carlsberg foundation or by unanimous recommendation of the New Carlsberg Foundation, which is adopted unanimously by the board of directors of the other foundation.
Copenhagen, 13 June 2022, The board of directors of the New Carlsberg Foundation
Copenhagen, 25 August 2022, The board of directors of the Carlsberg Foundation
This charter is a translation of the Danish charter. In case of any discrepancies between the Danish version and the English version, the Danish version shall prevail.