06. Report of the Supervisory Board
Information concerning the
regulations for the Supervisory
Board, the ownership structure
of the Company and other
information relating to the Dutch
Corporate Governance Code can
be found on the Company's
website:
www.heinekeninternational.com
One meeting was held in Seville, Spain where the
management team of Heineken Espana presented
an overview of developments in Spain.
At one meeting, which was not attended by the
Executive Board, the Supervisory Board discussed
the functioning of the Executive Board and its
members as well as the profile, composition
and the functioning of the Supervisory Board
and its members.
None of the members of the Supervisory Board
were frequently absent. An absence of two times
or more is considered frequent.
Independence
With regard to the independence of the Supervisory
Board members, reference is made to the comments
made regarding best practice provision 111.2.2 of the
Dutch Corporate Governance Code as contained
in the 'Comply or Explain' report (21 February 2005).
Remuneration
The Annual General Meeting of Shareholders
adopted on 20 April 2005 the remuneration policy
for the Executive Board, as described in the annual
report over the financial year 2004. There are
no changes to the policy. Details of the policy and
its implementation are described on page 56 of
this report. The policy aims to ensure that highly
qualified managers can be attracted and retained
as members of the Executive Board. The package
provides a strong focus on the strategic short-term
and long-term performance of the Company and
includes a base salary, a short-term incentive and
a long-term incentive.
Pension arrangements
Last year, a review of the pensions of the Executive
Board was announced. In 2005 the review took
place and the Supervisory Board approved a new
scheme. The details of the pension scheme are
stated in the Remuneration Report on page 58
in this report.
Committees
The Supervisory Board has four committees,
the Preparatory Committee, the Audit Committee,
the Selection Appointment Committee and the
Remuneration Committee.
Preparatory Committee
Composition: Messrs. Van Lede (Chairman), Das and
de Carvalho.
The Preparatory Committee met seven times.
The committee prepares decision making by
the Supervisory Board.
Heineken N.V. - Annual Report 2005
