Appendix
to xhe Supervisory Board and Executive Board considered the
recommendations of the Corporate Governance
agenda Committee during two meetings. In general the Executive
Board and the Supervisory Board endorse the recommen-
item 8 a dations and they have taken various steps to have these
implemented. A Profile and Regulations for the
Supervisory Board have been determined and an inventory
has been drafted on the influence of the investors in the
company.
Heineken N.V. meets all 40 of the Corporate Governance
Committee's recommendations with the exception of the
following recommendations which have not been adopted,
and with the exception of recommendations 31, 32, 33, 36,
39 and 40 where implementation is not feasible, as set out
in the Corporate Governance Monitoring Committee's
letter dated January 23,1998.
The company also meets to recommendation 20 which
states that a permanently delegated Supervisory Board-
member is not desirable.
In regard to a permanently delegated Supervisory Board
member the Corporate Governance Committee draws
attention to an undesirable mixing of the supervisory and
leadership functions in the Company. The Company has a
delegated Supervisory Board member. However this is not
a permanently delegated Supervisory Board membership
as described by the Corporate Governance Committee.
The delegated Supervisory Board member in the Company
is not active in the area of managing the Company.
recommendation 24 (4.6)
The purpose of an employee stock option plan is to reinforce
long term commitment to the company. It is a form of reward
which should be linked with performance and effort by the indi
vidual on behalf of the market value of the company.
The company does not have an employee stock option plan.
recommendation jo (5.7)
Requests by investors who individually or alone represent 1% of
issued capital or whose shares or certificates of shares total at
least NLG 500,000.- market value on the day of notice of the
General Meeting of Shareholders, to have items included on the
agenda should be honoured, on condition that they are
submitted at least jo days before said meeting, to the Executive
Board or to the chairman of the Supervisory Board, unless
substantive company concern in the opion of the Supervisory
Board and the Executive Board, prevail.
The company will meet this recommendation with the
proviso that requests for inclusion of subjects in the
HEINEKEN
AGENDA
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