THE HEINEKEN COMPANY
particular the relationship between Heineken Holding
N.V. and Heineken N.V., prevents Heineken N.V.
complying with a small number of those provisions.
1 Independence of Supervisory Board members
Heineken N.V. endorses the principle that the
Supervisory Board should be constituted such that
the members are able to act objectively and inde
pendently of one another, of the Executive Board and
of any particular interests. In a strictly formal sense,
three members of the Supervisory Board do not meet
the applicable independence criteria as set out in
the Code:
Mr. Dejong was a member of the Board of Directors
of Heineken Holding N.V. in 2002, the year before his
appointment to the Supervisory Board.
Mr. Das was a partner in a firm which was appointed
as a consultant to Heineken N.V. in 1994, the year
before his appointment to the Supervisory Board.
Mr. de Carvalho is married to Mrs. C.L. de Carvalho-
Heineken.
Given the nature and traditions of the Heineken
group of companies, the Executive Board and
Supervisory Board see this as no obstacle to Messrs.
Dejong, Das and de Carvalho being considered
independent.
2 Delegated Supervisory Board member
A delegated Supervisory Board member is defined as
a member to whom a special task is assigned. The
Corporate Governance Code attaches certain special
requirements to such delegation. As regulated by the
Articles of Association of Heineken N.V., the post of
delegated Supervisory Board member-a position
currently held by Mr. Das, who is also Chairman of the
Board of Directors of Heineken Holding N.V. - is con
sistent with those requirements, except in so far as
the position is not temporary and is held for the term
for which the member concerned is appointed by the
general meeting of shareholders of Heineken N.V.
The Executive Board and Supervisory Board consid
er that, as regulated by the Articles of Association of
Heineken N.V., the post of delegated Supervisory
Board member, which has been in existence since
1952, is consistent with the structure of the group.
3 Term of office of Supervisory Board members
According to the Code, a member may not be
appointed to the Supervisory Board for more than
three terms of four years. The Executive Board and
Supervisory Board take the view that, given the
structure of the group, this limit should not apply
to members who are related by blood or marriage
to the Heineken family or who are members of the
Board of Directors of Heineken Holding N.V.
HEINEKEN VALUES AND PRINCIPLES
The core values and related principles are central to Heineken's
policy on corporate social responsibility.
Values
Respect for individuals, society and the environment
Heineken considers itself an integral part of the communities in which
it operates. That means not only that we respect the legislation and
regulations of the countries in which we have a presence, but also
that we respect human dignity and the principles underlying the
Universal Declaration of Human Rights. This is reflected, for example,
in our respect for diversity in people and cultures. We are profoundly
aware of our responsibility for our community, promotion of responsi
ble alcohol use and protection of the environment are among the key
activities through which we discharge our responsibilities.
Enjoyment: we bring pleasure to people
Heineken adds to the pleasures of life, both through its products
and through its sponsorship policy and other forms of commercial
support. Heineken focuses primarily on positive events which
contribute to the enjoyment of the many. This core value is also
reflected in the working atmosphere within our organisation.
Passion for quality
Heineken strives for quality in everything it does, not only in its
products, but also for example in its social policy. Because Heineken
invests in its personnel, it enjoys a good reputation as an employer.
Principles
Heineken applies the following principles in developing the policy by
which it aims to achieve its goals:
TOWARDS SUSTAINABILITY
11
