Report of the Supervisory Board 12 Heineken N.V. Annual Report 2004 To the shareholders Financial statements and profit appropriation The Executive Board has submitted its financial statements for 2004 to the Supervisory Board. These financial statements can be found on pages 80 -113 of this annual report. KPMG Accountants N.V. audited the financial statements. Their report appears on page 116. The Supervisory Board recommends that shareholders, in accordance with the Articles of Association, adopt these financial statements and, as proposed by the Executive Board, appropriate €196 million of the profit as dividend and add the remainder, amounting to €341 million, to retained profits. The proposed dividend amounts to €0.40 per share of €1.60 nominal value, of which €0.16 was paid as interim dividend on 21 September 2004. The dividend for 2003 was €0.40. In the Annual General Meeting of Shareholders of 29 April 2004 the proposal to split the shares by issuing five new shares of €1.60 nominal value for every four existing shares of €2.00 value was approved. Supervisory Board and Executive Board changes and appointments Annual General Meeting of Shareholders 2004 Messrs. H. de Ruiter and A.H.J. Risseeuw resigned by rotation from the Supervisory Board in the Annual General Meeting of Shareholders on 29 April 2004. Mr. Risseeuw was eligible for immediate reappointment and was duly reappointed. Mr. De Ruiter retired in view of reaching the age limit (as laid down in the regulations of the Supervisory Board). We thank Mr. De Ruiter for his contributions over many years, especially in relation to his chairmanship of the Audit Committee. It was announced that Mr. C.J.A. van Lede, with effect from 30 April 2004, would take over the chairmanship from Mr. J.M. de Jong. Mr. De Jong assumed the vice-chairmanship and the chairmanship of the Audit Committee. Mr. K. Biiche was appointed a member of the Executive Board with effect from 1 May 2004. Annual General Meeting of Shareholders 2005 Messrs. M. Das and J.M. Hessels will resign by rotation from the Supervisory Board at the Annual General Meeting of Shareholders on 20 April 2005. Both are eligible for immediate reappointment for a period of four years. The Supervisory Board proposes to reappoint Messrs. Hessels and Das and binding nominations for their appointment will be submitted to the Annual General Meeting of Shareholders on 20 April 2005. Furthermore, it is proposed to reappoint Mr. Das as delegated member. All members of the Supervisory Board will comply with best practice provision III.3.4 of the Dutch Corporate Governance Code (maximum number of Supervisory Board seats) as per 1 May, 2005. Consultation and decision making The Supervisory Board held six joint meetings with the Executive Board. The items discussed included a number of recurring subjects, such as the company's strategy, the financial position and results, the operating companies' policies and business plans, acquisitions and other large investment proposals and management development. Other subjects included the evaluation of completed investment plans, interest rate and exchange rate risks, and the assessment of the structure and operation of the internal risk management and control systems. The external auditor attended the meeting in which the year results were discussed. In 2004 particular attention was devoted to the remuneration policy for the Executive Board, corporate governance, including a proposed revision of the Articles of Association and to marketing. One meeting was held in Austria, where the management team of Brau Union presented an overview of the developments in its markets.

Jaarverslagen en Personeelsbladen Heineken

Jaarverslagen | 2004 | | pagina 18