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