Corporate Governance Code The Dutch Corporate Governance Code (the 'Code') of the Corporate Governance Committee (the 'Tabaksblat Committee') Under the Code, Dutch listed companies are expected to include in their annual report, starting with the 2004 edition, a chapter outlining their Corporate Governance structure and compliance with the Code and disclosing any depar tures from defined best-practice provisions. The Tabaksblat Committee also recom mends that companies indicate, in their 2003 annual report, in a separate chapter, how they intend to ensure compliance with the Code and any problems they foresee. This chapter is Heineken's response to that recommendation. While Heineken N.V. endorses the Code's principles and will apply virtually all of the best-practice provisions, the structure of the Heineken group, and in particular the relationship between Heineken Holding N.V. and Heineken N.V., prevents Heineken N.V. from complying with a small number of the best-practice provisions, as set out below. Structure of the Heineken group A 50.005% interest in Heineken N.V. is held by Heineken Holding N.V. Both companies are listed on the Euronext Amsterdam stock exchange. LArche Holding S.A., a Swiss company owned by the Heineken family, in turn holds a 50.005% interest in Heineken Holding N.V. Standing at the head of the Heineken group, Heineken Holding N.V. is not an ordinary holding company. Since its formation in 1952, Heineken Holding N.V.'s objective pursuant to its Articles of Association has been to manage or supervise the management of the Heineken group and to provide services for Heineken N.V. The role Heineken Holding N.V. has HEINEKEN N.V. ANNUAL REPORT 2003 performed for the Heineken group since 1952 has been to safeguard its continuity, independence and stability and create conditions for controlled, steady growth of the Heineken group's activities. This has allowed Heineken N.V. consistently to pursue a long-term policy which serves the interests of the entire Heineken group, its shareholders, employees and other stakeholders. The stability provided by this structure has enabled the Heineken group to rise to its present position as the brewer with the widest international presence and one of the world's largest brewing groups. Within the Heineken group, the primary duties of Heineken N.V.'s Executive Board are to initiate and implement corporate strategy and to manage Heineken N.V. and its related companies. It is supervised in the performance of its tasks by Heineken N.V.'s Supervisory Board. Independence of the Supervisory Board Heineken N.V. endorses principle III.2 of the Code, which states that the Super visory Board should be constituted such that the members are able to act object ively and independently of one another, of the Executive Board and of any particular interests. Best-practice provision III.2.1, which is derived from it, states that all the members of the Supervisory Board, with the exception of not more than one person, shall be independent. In a strictly formal sense, three members of the Supervisory Board do not meet the applicable dependence criteria as set out in best-practice provision III.2.2: Mr. De Jong was a member 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, the Executive Board and Supervisory Board do not consider this as an impediment to Messrs. De Jong, Das and de Carvalho in being independent. Delegated Supervisory Board member Best-practice provision III.6.6 defines a delegated Supervisory Board member as a member to whom a special task is assigned. Such delegation may not go beyond the duties of the Supervisory Board itself and may not include manage ment of the company. It may entail more intensive supervision and advice and more regular consultation with the Executive Board. Delegation may only be temporary and may not detract from the duties and powers of the Supervisory Board. The delegated person remains a member of the Supervisory Board. As regulated by the Articles of Associ ation of Heineken N.V., the post of delegat ed Supervisory Board member - a position currently held by Mr. Das, who is also Chairman of the Management Board of Heineken Holding N.V. - is consistent with the best-practice provision, 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 consider 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 Heineken group. Term of office of Supervisory Board members According to best-practice provision III.3-5, 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 9

Jaarverslagen en Personeelsbladen Heineken

Jaarverslagen | 2003 | | pagina 15