Corporate Governance Code
structure of the Heineken group, this limit
should not apply to members who are
related by blood or marriage to the
Heineken family or who are members of
the Management Board of Heineken
Holding N.V.
Other provisions
We expect the study of the remuneration
of Executive Board members, which was
started in 2003, to be completed in 2004.
Remuneration policy will be determined
on the basis of the study's findings. It will
not be possible until then to determine
the extent to which Heineken will apply
all the best-practice provisions of Chapter
II of the Code.
The Executive Board and Supervisory
Board are still considering the question
whether and, if so, to what extent
best-practice provisions II.2.6 and III.7.3,
relating to the holding of and transactions
in securities other than those of the com
pany by members of the Executive Board
and Supervisory Board, respectively, are
to be applied.
Best-practice provision III.3.4 states that
no individual may be a member of the
Supervisory Boards of more than five
Dutch listed companies, with chairman
ships counting double.
Any departures from best-practice
provision III.3.4 will be disclosed and
explained in the 2004 annual report.
The Executive Board and Supervisory
Board take the view that Heineken N.V.'s
decision on whether to apply best-practice
provision III.3.4 should also be guided
by the company's interests in terms of its
ability to attract and retain skilled Super
visory Board members.
According to best-practice provision
IV.3.8, the minutes of the general meeting
of shareholders should be made available
on request within three months of the
meeting, after which the shareholders
should be given three months to comment
on them. The minutes should then be
adopted in the manner stipulated in the
Articles of Association.
It is customary, as provided in Article 14,
paragraph 7, of the Articles of Association,
to have a notarial record made of the
proceedings of the general meeting of
shareholders of Heineken N.V. The
Executive Board and Supervisory Board
consider it desirable to continue this
practice and best-practice provision IV.3.8
will be applied to the extent that it is
consistent with it.
Heineken N.V. expects to be able to
apply the other best-practice provisions
without difficulty.
Where they are not already in existence,
the Supervisory Board committees
envisaged by the Code will be appointed.
The by-laws and other documents to which
the Code relates will be posted, after
adoption or amendment, on the corporate
website (www.heinekeninternational.com)
together with the other information
prescribed by the Code.
A study will be undertaken to establish
the extent to which amendment of the
Articles of Association may be necessary
or desirable in order to comply with the
Code. If it results in a proposal to amend
the Articles of Association, such a
proposal will probably be put to the
general meeting of shareholders in 2005.
Amsterdam, 24 February 2004
Supervisory Board
Executive Board
Heineken N.V.
HEINEKEN N.V. ANNUAL REPORT 2003
10
