Report of the Supervisory Board
To the shareholders
We were greatly saddened to learn of the death of
Mr. A.H. Heineken on 3January 2002, atthe age of 78.
His memory was celebrated at the Annual General Meeting
of Shareholders on 25 April 2002.
The Executive Board has submitted its financial
statements for 2002 to the Supervisory Board. These
financial statements, which can be found on pages 45 to
70 of this annual report, have been audited by KPMG
Accountants N.V., whose report appears on page 71.
Dividend proposal
The Supervisory Board recommends that you adopt these
financial statements and, as proposed by the Executive
Board, appropriate €157 million of the profit as dividend
and add the remainder, amounting to €638 million, to the
general reserve. The proposed dividend amounts to €0.40
per share of €2.00 nominal value, of which €0.16 was paid
as interim dividend on 23 September 2002. The dividend
for 2001 was €0.40.
Board changes
Messrs. J.M. de Jong and C.J.A. van Lede were appointed
to the Supervisory Board of the company and Mr. Dejong
was appointed chairman at the Annual General Meeting
of Shareholders on 25 April 2002. Messrs. R. Hazelhoff and
L. van Vollenhoven retired by rotation and, having reached
the age limit laid down in the Articles of Association,
were not eligible for reappointment. Mr. A. Maas stood
down from the Supervisory Board at his own request.
The Supervisory Board thanks all of them for their service
to the Board.
Mr. A. Ruys was appointed Chairman of the Executive
Board, of which he has been a member since September
1993 and Vice-Chairman since 1996, to succeed
Mr. K. Vuursteen who stood down at the same meeting.
We thank Mr. Vuursteen for his leadership and for the
invaluable contribution he made to the company's growth.
Mr. D.R. Hooft Graafland was appointed to the Executive
Board by the Annual General Meeting with effect from
1 May 2002.
Mr. S.W.W. Lubsen, who had been a member of the
Executive Board since 1995, retired from the Board at his
own request with effect from 31 December 2002.
The Supervisory Board thanks Mr. Lubsen for all his work
on behalf the company and his contribution to its success.
Mr. Lubsen will continue to be involved with the company
as a member of the Supervisory Board of Heineken Neder
lands Beheer B.V.
Messrs. J. Loudon and M.R. de Carvalho are due to retire
by rotation from the Supervisory Board of the company.
A binding nomination for the -appointment of Mr. de
Carvalho, who is eligible for immediate re-election, will be
submitted to the Annual General Meeting on 24 April 2003.
Mr. Loudon has announced that, having been a member
of the Supervisory Board for 25 years, he would not seek
re-election again. The Supervisory Board thanks
Mr. Loudon for active contribution and long service to the
Board.
Corporate governance
The Supervisory Board is aware of the higher standards
of corporate governance which are now required and
devoted some time last year to the consideration, in dia
logue with the Executive Board, of its own operating
procedures and the way in which supervision and support
of the Executive Board are organised and function within
the Company. Since there is a conflict between exercising
supervision, which obliges the Supervisory Board to keep
some distance from the Executive Board, and providing
expert advice, which requires close involvement, it is
essential that decision-making procedures are properly
structured and transparent. Against this background,
the procedures for the notification of plans to, and evalua
tion of plans by, the Supervisory Board were examined
and found to be adequate. The Supervisory Board also
discussed the Sarbanes-Oxley Act, a piece of US legislation
which is not applicable to Heineken N.V. because the
Company is exempt under Rule I2g3-2b of the US Securities
Exchange Act.
Consultation and decision-making
The Supervisory Board held six joint meetings with the
Executive Board in 2002. The agenda of these meetings
included a number of regular items, including considera
tion of the company's strategy, financial position and
results, the operating companies' policies and business
plans, acquisitions and other investment proposals and
management development. Other items on the agenda
included evaluation of completed investment projects,
interest-rate and exchange-rate risks, financing, pensions
and internal control systems. Meetings convened to con
sider the results were attended by the external auditors.
Strategy and acquisitions policy were discussed at
length at two of the meetings. One meeting was devoted
HEINEKEN N.V. ANNUAL REPORT 2002
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