Recommendations of the Supervisory Council
7
To the Shareholders
The annual accounts drawn up for the
financial year 1988, as shown on pages
28 to 48 of this report, have been
submitted to us by the Executive Board.
These annual accounts have been
examined by the auditors, KPMG
Klynveld Kraayenhof Co. The Auditors'
Report is included on page 49.
We recommend you to adopt the annual
accounts and, in accordance with the
proposal by the Executive Board, to fix
the dividend at N.fl. 89,911,000 and to
add the balance of the profit, amounting
to N.fl. 200,876,000, to the general
reserve. Per share of N.fl. 25.— par
value, this proposal means a dividend
of N.fl. 3.50, of which N.fl. 1.50 was
already made payable as interim dividend
on September 16, 1988.
At the General Meeting of Shareholders
to be held on April 27, 1989,
Mr. A.H. Heineken will be retiring as
Chairman and a member of the Executive
Board. Mr. G. van Schaik, currently
Vice-Chairman of the Executive Board,
is to be appointed to succeed him.
Mr. Van Schaik joined the Company in
1959 and has been on the Executive
Board since 1974.
It will be proposed to the General Meeting
of Shareholders that Mr. Heineken
be appointed to the Company's
Supervisory Council as from April 27,
1989. A binding nomination to that effect
will be submitted to the meeting.
Mr. Heineken will take over as Chairman
of the Supervisory Council. It is also
intended that Mr. Heineken should
become a delegate member of the
Supervisory Council.
Mr. Heineken has been associated with
the enterprise since 1942 and has been
on the Executive Board for over 25 years.
With his vision, strategic insight and
creativity he has played a major role in
the development of the enterprise,
especially in its internationalization. The
Company owes him a great debt of
gratitude. We are pleased that the
enterprise will continue to benefit from
his expertise and experience.
After handing over the chairmanship to
Mr. Heineken the present Chairman of
the Supervisory Council, Mr. S. Orlandini,
will remain a member. Mr. Orlandini was
appointed Chairman in 1985 and was
also already a member of our Council
before then. We have greatly appreciated
the pleasant manner in which he presided
over our meetings and we are glad that
Mr. Orlandini is to remain one of us.
At the shareholders' meeting
Mr. A. Jiskoot will be retiring from the
Supervisory Council, having reached the
age limit laid down in the Articles of
Association. Mr. Jiskoot has been on the
Supervisory Council since 1968. The
enterprise has for many years derived
great benefit from his knowledge in
diverse fields. His advice has been of
great value. For this we are very grateful
and we shall miss his contribution in the
future.
At the same meeting Mr. D. de Bruyne
and Mr. J.D. Hooglandt will be retiring
by rotation from the Supervisory Council.
They are both immediately eligible for
reappointment.
It will also be proposed that Dr. A. Maas
be appointed to the Supervisory Council.
We shall submit binding nominations to
the General Meeting of Shareholders for
the appointment of four members of the
Supervisory Council.
Moreover it will be proposed to the
General Meeting of Shareholders that
Mr. J.H. Drost be appointed to the
Executive Board as from October 1
1989. A binding nomination to that effect
will be submitted by us to the meeting.
We would like to express our gratitude
here to the Executive Board and the
employees for the dedication shown in
the past year.
Amsterdam, March 14, 1989
Orlandini De Bruyne
Jiskoot Hooglandt
Maris Van der Klugt
Loudon
