Report of the Supervisory Board
To the shareholders
The Supervisory Board was greatly saddened by the death of
Mr. A.H. Heineken on 3 January 2002, at the age of 78. His passing
marks the loss of a great man and a great brewer, to whom we are
all indebted for his enormous contribution to the success of our
company. His vision and his principles of quality and solidity will con
tinue to form the foundations on which the Supervisory Board and
Executive Board will work to build the business in the future, and the
strategic course he plotted, will be maintained.
The Executive Board has submitted to the Supervisory Board the
financial statements for 2001 which it has prepared. These financial
statements, which can be found on pages 49 to 74 of this annual
report, have been audited by KPMG Accountants N.V., whose report
appears on page 75.
The Supervisory Board recommends that you adopt these finan
cial statements and, as proposed by the Executive Board, appropri
ate EUR 157 million of the profit as dividend and add the remainder,
amounting to EUR 610 million, to the general reserve. The proposed
dividend amounts to EUR 0.40 per share of EUR 2.00 nominal value,
of which EUR 0.16 was paid as interim dividend on 24 September
2001. The dividend for the whole of 2000 was EUR 0.40.
Mr. J.M. Hessels was appointed to the Supervisory Board of the
company at the Annual General Meeting of Shareholders on 26 April
2001. Messrs. H. de Ruiter and M. Das were reappointed to the
Supervisory Board of the company at the same meeting, the latter
also being reappointed as delegated Supervisory Director. The pro
posal to appoint Mr. Boonstra was withdrawn. At the same meeting
Messrs. M.J. Bolland and J.F.M.L. van Boxmeer were appointed to the
Executive Board with effect from 1 May 2001.
It was announced on 12 September 2001 that Mr. A. Ruys, at pres
ent Vice-Chairman of the Executive Board, is to succeed
Mr. K. Vuursteen as Chairman of the Executive Board. Mr. Vuursteen,
who is to step down at the forthcoming Annual General Meeting of
Shareholders, joined the Executive Board in 1991 and has been its
Chairman since 1993. The Supervisory Board owes Mr. Vuursteen a
great debt of gratitude for his singular commitment to the company
and his contribution to its success. The Management Board of
Heineken Holding N.V. has announced that Mr. Vuursteen is to be
proposed for appointment to the Management Board.
It is proposed to appoint Mr. D.R. Hooft Graafland to the Executive
Board with effect from 1 May 2002. A binding nomination to that
effect will be submitted to the Annual General Meeting.
Messrs. R. Hazelhoff and L. van Vollenhoven are due to retire by
rotation from the Supervisory Board of the company and, having
reached the age limit laid down in the Articles of Association,
neither is eligible for re-election. Mr. A. Maas will also be retiring, at
his own request. The Supervisory Board thanks them most sincerely
for the expertise with which they have discharged their duties.
A proposal will be put before the Annual General Meeting on 25 April
2002 to appoint Messrs. J.M. de Jong and C.J.A. van Lede to the
Supervisory Board and to appoint Mr. De Jong as its Chairman.
Binding nominations for the appointment of two members of the
Supervisory Board will be submitted to the Annual General Meeting.
The Supervisory Board held seven joint meetings with the
Executive Board and met twice in the absence of the Executive
Board in 2001.
The agenda of these meetings included a number of regular
items, including consideration of the financial position, results, poli
cies and business plans of the operating companies, investment pro
posals and management development. Other items on the agenda
included evaluation of completed investment projects, interest-rate
and exchange-rate risks, financing and internal control systems.
Meetings convened to consider the results were attended by the
external auditors.
One meeting was devoted especially to corporate strategy, with
special emphasis on business development. Other topics included
the Supply Chain project, a reorganisation exercise to introduce a
supply-chain approach to cooperation between the production
units in and the commercial organisations of Heineken Nederland,
Heineken Export Group and Heineken USA. One meeting was devot
ed to the activities of Heineken University and one was held in
Greece at Athenian Brewery, where the management team gave
a presentation on the Greek beer market and Athenian Brewery's
strategy.
The Preparatory Committee met seven times and the Audit
Committee held three meetings, one of which was attended by the
external auditors. One meeting was devoted to the changes in
accounting policies.
The Supervisory Board thanks the Executive Board and all the
staff for their continued commitment during 2001.
Amsterdam, 26 February 2002 Supervisory Board
Hazelhoff
Das
Loudon
Maas
De Ruiter
De Carvalho
Van Vollenhoven
Risseeuw
Hessels
HEINEKEN N.V. ANNUAL REPORT2001
11