04. Report of the Supervisory Board
During the year under review, the Supervisory Board performed its duties in
accordance with the law and the Articles of Association of Heineken N.V. and
supervised and advised the Executive Board on an ongoing basis.
To the shareholders
Financial statements and profit appropriation
The Executive Board has submitted its financial
statements for 2005 to the Supervisory Board.
These financial statements can be found on pages
61 to 117 of this Annual Report.
KPMG ACCOUNTANTS N.V. audited the financial
statements. Their report appears on page 118.
The Supervisory Board recommends that the
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 €565 million,
to retained earnings. The proposed dividend
amounts to €0.40 per share of €1.60 nominal
value, of which €0.16 was paid as an interim
dividend on 21 September 2005.
Supervisory Board changes and appointments
Messrs. M. Das and J.M. Hessels resigned by rotation
from the Supervisory Board at the Annual General
Meeting of Shareholders on 20 April 2005.
Both were eligible for immediate reappointment.
Messrs. Das and Hessels were duly reappointed for
a period of four years. Mr. Das was also reappointed
as delegated member.
Messrs. C.J.A. van Lede and J.M. de Jong will resign
by rotation from the Supervisory Board at the
Annual General Meeting of Shareholders on
20 April 2006. Both are eligible for immediate
reappointment for a period of four years.
The Supervisory Board proposes the reappointment
of Messrs. Van Lede and De Jong. Non-binding
nominations for their appointments will be submitted
to the Annual General Meeting of Shareholders.
Furthermore, the Supervisory Board will submit
a non-binding nomination for the appointment
of a new member of the Supervisory Board,
Mrs. A.M. Fentener van Vlissingen. It is the intention
that Mrs. Fentener van Vlissingen will join the
Audit Committee. After the (re)appointments the
Supervisory Board will comprise seven members.
All members of the Supervisory Board comply
with best practice provision 111.3.4 of the Dutch
Corporate Governance Code (maximum number
of Supervisory Board seats).
Executive Board changes and appointments
As per 1 October 2005 a new management and
operating structure was put in place. In view of
this new structure on 12 April 2005 both Messrs.
A. Ruys and K. Büche announced their retirement
as Chairman and member of the Executive Board
respectively as per 1 October 2005. As per the
same date, Mr. J.F.M.L. van Boxmeer succeeded
Supervisory Board as at 21 February 2006
Cees (C.J.A.) van Lede (1942)
Dutch nationality; male. Appointed in 2002; next
reappointment in 2006. Chairman (2004).
Profession; Company director.
Supervisory directorships;
Dutch stock listed companies: Akzo Nobel N.V.,
Royal Philips Electronics N.V., Reed Elsevier Group.
Other: Sara Lee Corporation, Air Liquide S.A.,
Air France/KLM.
Jan Maarten (J.M.) dejong (1945)
Dutch nationality; male. Appointed in 2002; next
reappointment in 2006. Vice-Chairman (2004).
Profession: Banker.
Supervisory directorships:
Dutch stock listed companies: Nutreco Holding N.V.
Other: Banca Antonveneta SpA, Italy, CRH pic,
Ireland, AON Groep Nederland, B.V.
Maarten (M.) Das (1948)
Dutch nationality; male. Appointed in 1994; Latest
reappointment in 2005; next reappointment in 2009.
Delegated member (1995).
Profession: Lawyer, Partner of Loyens Loeff N.V.
Supervisory directorships:
Dutch stock listed companies: none.
Other: Greenfee B.V. (Chairman).
Other posts*: Heineken Holding N.V. (Chairman),
Stichting Administratiekantoor Priores, LAC B.V.
Michel (M.R.) de Carvalho (1944)
British nationality; male. Appointed in 1996; latest
reappointment in 2003; next reappointment in 2007.
Profession: Banker, Investment Banking
(Vice-Chairman) Citigroup Inc., United Kingdom.
Supervisory directorships:
Dutch stock listed companies: none.
Other: none.
Ton (A.H.J.) Risseeuw (1936)
Dutch nationality; male. Appointed in 2000;
latest reappointment in 2004; will retire in 2007.
Profession: Company director.
Supervisory directorships:
Dutch stock listed companies: KPN N.V. (Chairman).
Other: TNO, Blokker Holding B.V., Intergamma
B.V., Groeneveld B.V.
Jan Michiel (J.M.) Hessels (1942)
Dutch nationality; male. Appointed in 2001; latest
reappointment in 2005; next reappointment in 2009.
Profession: Company director.
Supervisory directorships:
Dutch stock listed companies: Euronext N.V.
(Chairman), Royal Philips Electronics N.V., Fortis
N.V.. Other: Amsterdam Schiphol Group N.V.,
Schiphol Area Development Company - SADC
(Chairman), S.C. Johnson Europlant N.V. (Chairman).
Heineken N.V. - Annual Report 2005