Report of the Supervisory Board cor nued To the shareholders continued The agenda also included subjects such as the review of completed investment plans, interest rate and exchange rate risks, the proposal for the top management structure, the 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. In the absence of 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. One meeting was held in Moscow, Russia where the Regional President Central Eastern Europe presented the main issues of the region. The Management Team of Heineken Brewery LLC (Russia) presented an overview of developments in Russia. None of the members of the Supervisory Board were frequently absent. An absence of two times or more is considered frequent. scheme was introduced. Details of the policy and its implementation are described on page 62 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, an annual bonus and a long-term incentive. Every two years the policy is evaluated. A revised policy will be submitted for adoption by the Annual General Meeting of Shareholders on 19 April 2007. The proposal for the revised policy is stated on page 62 of 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. Independence With regard to the independence of the Supervisory Board members, reference is made to the comments made regarding best practice provision III.2.2 of the Dutch Corporate Governance Code as contained in the 'Comply or Explain' report (21 February 2005). See page 58. Remuneration Executive Board The Annual General Meeting of Shareholders adopted on 20 April 2005 the remuneration policy for the Executive Board. In 2006 a new pension The Preparatory Committee met six times. The committee prepares decision-making by the Supervisory Board. Audit Committee Composition: Messrs. Dejong (Chairman), Risseeuw, Hessels and Mrs. Fentener van Vlissingen. The members collectively have the experience and financial expertise to supervise the financial statements and the risk profile of Fleineken N.V. Annemiek (A.M.) Fentener van Vlissingen (1961) Dutch nationality; female. Appointed in 2006; reappointment in 2010. Profession: Company Director Supervisory directorships Dutch stock listed companies: Draka Holding N.V. Other: SHV Holdings N.V. (Chairman). Ian (I.C.) MacLaurin (1937) British nationality; male. Appointed in 2006; reappointment in 2010. Profession: Company Director Supervisory directorships Dutch stock listed companies: none Other: Evolution Group Pic. Board memberships mentioned under 'Other' only list other major board memberships. Except for Mr. de Carvalho, who owns 8 shares in Heineken N.V., the Supervisory Board members do not hold shares in Heineken N.V. f"|AHeineken N.V. UD Annual Report 2006

Jaarverslagen en Personeelsbladen Heineken

Jaarverslagen | 2006 | | pagina 12