Heineken N.V. Annual Report 2004 Report of the Supervisory Board At three meetings the Executive Board was not present while the Supervisory Board discussed and decided on the proposal for the remuneration policy for the Executive Board, the functioning of the Executive Board and its members as well as the profile, composition and competence of the Supervisory Board and the functioning of the Supervisory Board and its members. Independence With regard to the independence of the Supervisory Board members, please refer to the comments made regarding best practice provision III.2.2 of the Dutch Corporate Governance Code as contained in the 'Comply or Explain' report. Committees The Supervisory Board has four committees, the Preparatory Committee, the Audit Committee, the Selection Appointment Committee and the Remuneration Committee. The regulations of the committees are posted on the Company's website and are available on request in written form. Preparatory Committee Composition: Messrs. Van Lede (chairman), Das and de Carvalho. The Preparatory Committee met six times. The committee prepares decision making by the Supervisory Board. Audit Committee Composition: Messrs. De Jong (chairman), Risseeuw and Hessels. The members collectively have the experience and financial expertise to supervise the financial statements and the risk profile of Heineken N.V. The Chairman of the Executive Board and the member of the Executive Board responsible for Finance and Control Accounting attend all meetings, as do the external auditor, the Director Control Accounting and the Group Internal Auditor. The Audit Committee met three times. In the meetings the regular topics were discussed, such as the annual and half year results, the risk profile and risk management and the reports from the Group Internal Auditor and the external auditor. Remuneration Committee Composition: Messrs. Das (chairman), Van Lede and de Carvalho. The Remuneration Committee met six times to discuss a revised policy for the remuneration of the Executive Board. The policy, stated in this report, will be submitted to the Annual General Meeting of Shareholders for adoption. Selection Appointment Committee Composition: Messrs. Van Lede (chairman), Das and de Carvalho. The Selection Appointment Committee met in conjunction with the Remuneration Committee. In these meetings the composition of the Supervisory Board was discussed. Furthermore, the committee prepared the evaluation of the Executive Board and Supervisory Board, for discussion in a separate full Supervisory Board meeting. Corporate Governance The Dutch Corporate Governance Code was reviewed in detail and Heineken endorses the Code's principles and applies virtually all best practice provisions. In particular, the structure of the Heineken Group - and specifically the relationship between Heineken Holding N.V. and Heineken N.V. - prevent Heineken N.V. from applying a small number of best practice provisions.

Jaarverslagen en Personeelsbladen Heineken

Jaarverslagen | 2004 | | pagina 19