As from January 1, 2006, the Copenhagen Stock Exchange is going to include the revised Corporate Governance Recommendations in the disclosure obligations of listed companies based in Denmark. This means that, in future, Danish listed companies must state how they relate to the recommendations based on the principle of “comply or explain”.

The Copenhagen Stock Exchange emphasizes that the decision to implement the recommendations does not imply that the companies must comply with the recommendations. Conversely, the key approach should be transparency in the corporate governance structure of the companies.

The Board of Directors believes that the company currently complies with most of the Danish corporate governance recommendations. A deviation from the recommendations, however, is the capital and share structure.

As recommended, the Board of Directors has evaluated whether it is feasible for the company to have different share classes. The share capital of Chr. Hansen Holding A/S is divided into A and B shares. Each A share carries 10 votes, and each B share carries 1 vote. LFI A/S, which is owned by the Lundbeck Foundation, holds more than 99% of the A shares and 35% of the share capital as a whole. Through its ownership of A and B shares, LFI A/S holds 64% of the votes. The Board of Directors and Board of Management believe that the current ownership and share structure has been and continues to be appropriate with a view to ensuring the company’s long-term goals and development.

As at August 31, 2005, the Board of Directors of Chr. Hansen Holding A/S has seven members, six of whom are elected by the shareholders at the annual general meeting, whilst the last member is elected by the employees of ALK-Abelló. In connection with the divestment of the Ingredients Sector, two employee-elected members of the Board of Directors retired on July 29, 2005. The two members had been elected by the employees of Chr. Hansen A/S. Each Board member has international experience and is highly competent in the Group’s business areas. Furthermore, the Board of Directors is composed in such a way that its directors can act independently of special interests. The majority of the Board members elected by the shareholders are independent, which complies with the corporate governance recommendations.

The Board meets six times a year, including a two-day seminar focusing on strategy and R&D. Further meetings are held as and when needed, and visits are paid to subsidiaries abroad. It is the primary responsibility of the Board to define the strategic framework for the activities of the different business areas and to maintain a constructive dialogue with the Board of Management regarding the implementation of the strategies laid down.