05.
Heineken N.V. endorses the
principles of the Dutch Corporate
Governance Code and applies
virtually all best practice provisions.
A detailed overview on how
Heineken applies the Code was
given in the Comply or Explain
report published in February 2005
available online at:
www.heinekeninternational.com
Mr. Ruys as Chairman of the Executive Board.
The Executive Board now consists of Messrs.
Jean-Frangois van Boxmeer, Marc Bolland and
René Hooft Graafland.
At the same time an Executive Committee was
established, comprising the members of the
Executive Board, five Regional Presidents
and five Group Directors. Information on the
Executive Committee is included on page 16
of this annual report.
We thank Mr. Ruys for his great contribution to the
development of the Company over 12 years, the
last three of which as Chairman of the Executive
Board. Similarly, we also thank Mr. Büche for his
work with Brau Union for more than 30 years
and for his eighteen months as a member of the
Executive Board of Heineken N.V.
Articles of Association
The shareholders approved the proposal for the
amendments of the Articles of Association on
20 April 2005. The amendments related mainly to
the changes in Dutch Company Law and the Dutch
Corporate Governance Code of 9 December 2003.
Corporate Governance
The separately published section of the annual
report, the Comply or Explain report on the basis
Where relevant to performance of the duties
of the Supervisory Board.
Board memberships mentioned under 'Other'
only list other major board memberships.
The Supervisory Board members do not hold
shares in Heineken N.V.
of the Dutch Corporate Governance Code of
9 December 2003, was discussed in the Annual
General Meeting of Shareholders on 20 April 2005.
The shareholders sanctioned the way Heineken deals
with the Code and in particular the non-compliance
with a limited number of best practice provisions,
as a consequence of the special character of the
Company. There has been no change in the way
Heineken N.V. deals with the Code.
Consultation and decision-making
The Supervisory Board held eight joint meetings with
the Executive Board. The items discussed in the
meetings included recurring subjects, such as the
Company's strategy, the financial position and results,
the operating companies' policies and business
plans, acquisitions, large investment proposals
and management development. An extra meeting
was held to discuss the proposals of the Executive
Board to introduce the new management and
operating structure.
The agenda also included subjects such as the
review of completed investment plans, interest rate
and exchange rate risks, the assessment of the
organisational structure and effectiveness of the
internal risk management and control systems
and the governance structure of the Company.
The external auditor attended the meeting in
which the annual results were discussed.
Heineken N.V. - Annual Report 2005
