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.