(Vice-Chairman) were duly reappointed for a period of four years. Mr. M.R. de Carvalho will resign by rotation from the Supervisory Board at the Annual General Meeting of Shareholders on 19 April 2007. Mr. de Carvalho is eligible for immediate reappointment for a period of four years. The Supervisory Board proposes the reappointment of Mr. M.R. de Carvalho. A non-binding nomination for his appointment will be submitted to the Annual General Meeting of Shareholders. Mr. Risseeuw is not eligible for reappointment, due to his age, based on the internal regulations of the Supervisory Board. We thank Mr. Risseeuw for his contributions to both the Supervisory Board meetings and to the Audit Committee meetings. After the resignation of Mr. Risseeuw the Supervisory Board will comprise seven members. All members of the Supervisory Board comply with best practice provision III.3.4 of the Dutch Corporate Governance Code (maximum number of Supervisory Board seats). Executive Board changes Mr. M.J. Bolland resigned as COO and member of the Executive Board as per 1 August 2006. We are grateful for his contributions to the Company in various jobs over the last 20 years, the last four years as member of the Executive Board. As per 1 August the Executive Board consists of two members: Messrs. J.F.M.L. van Boxmeer (CEO) and D.R. Hooft Graafland (CFO). An Executive Committee was established in April 2005 and comprises the members of the Executive Board, five Regional Presidents and five Group Directors. Information on the Executive Committee is included on page 16 and 17 of this annual report. Articles of Association A proposal to amend the Articles of Association will be submitted to the Annual General Shareholders meeting of 19 April 2007. The proposed amendments mainly relate to the recently adopted law on the use of electronic communication devices at decision-making within companies (Wijziging van Boek 2 van het Burgelijk Wetboek ter bevordering van het gebruik van elektronische communicatiemiddelen bij de besluitvorming in rechtspersonen), which came into force on 1 January 2007. Corporate Governance The Annual General Meeting of Shareholders of 20 April 2005 sanctioned the Comply or Explain report on the basis of the Dutch Corporate Governance Code of 9 December 2003, and in particular the non-compliance with a limited number of best practice provisions (see page 58), 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 six regular meetings with the Executive Board and five meetings by telephone. 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. 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; retires in 2007. Profession: Company director. Supervisory directorships Dutch stock listed companies: KPN N.V. (Chairman). Other: 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: Schiphol Area Development Company - SADC (Chairman), S.C. Johnson Europlant N.V. (Chairman), Member International Advisory Board Blackstone Group, USA. Heineken N.V. Annual Report 2006

Jaarverslagen en Personeelsbladen Heineken

Jaarverslagen | 2006 | | pagina 11