(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