Report of the Executive Board com icd
Dutch Corporate Governance Code of December 2003
continued
in good time all information which is
necessary for the proper performance
of their duties;
c. there is sufficient time for consultation
and decision-making by the Supervisory
Board;
d. the committees of the Supervisory Board
function properly;
e. the performance of the Executive
Board members and Supervisory
Board members is assessed at least
once a year;
f. the Supervisory Board elects a Vice-
Chairman;
g. the Supervisory Board has proper contact
with the Executive Board and the Works
Council (or Central Works Council).
Heineken applies this best practice
provision, with the exception of a part of
criterion g: contact with the Central Works
Council. This relates to the structure of the
group. The Central Works Council operates
on the level of Heineken Nederlands
Beheer B.V., a subsidiary with a separate
Supervisory Board
III.5.11 The Remuneration Committee shall
not be chaired by the Chairman of
the Supervisory Board or by a former
member of the Executive Board of the
company, or by a Supervisory Board
member who is a member of the
management board of another
listed company.
Given the structure of the Heineken Group
and the character of the Board of
Directors of Heineken Holding N.V.,
Heineken will not apply this best
practice provision to the extent that the
Remuneration Committee can be chaired
by a Supervisory Board member who is
also a member of the Board of Directors
of Heineken Holding N.V. Currently the
Remuneration Committee is chaired by
Mr. Das, who is chairman of the Board of
Directors of Heineken Holding N.V.
III.6.6 A delegated Supervisory Board member
is a Supervisory Board member who has
a special duty. The delegation may
not extend beyond the duties of the
Supervisory Board itself and may not
include the management of the company.
It may entail more intensive supervision
and advice and more regular consultation
with the Executive Board. The delegation
shall be of a temporary nature only. The
delegation may not detract from the role
and power of the Supervisory Board. The
delegated Supervisory Board member
remains a member of the Supervisory
Board.
As regulated in the Articles of Association
of Heineken N.V., the delegated Supervisory
Board member, a position currently held
by Mr. Das (Chairman of the Board of
Directors of Heineken Holding N.V.) is
consistent with this best practice provision,
except insofar that the position is not
temporary and is held for the term for
which the member concerned is appointed
by the General Meeting of Shareholders of
Heineken N.V. Heineken considers that, as
regulated by the Articles of Association
of Heineken N.V., the post of delegated
Supervisory Board member, which has
been in existence since 1952, befits the
structure of the Heineken Group.
111.7.3 The Supervisory Board shall adopt a set
of regulations containing rules governing
ownership of and transactions in
securities by Supervisory Board
members, other than securities issued by
their 'own' company. The regulations shall
be posted on the company's website.
A Supervisory Board member shall give
periodic notice, but in any event at least
AO Heineken N.V.
OU Annual Report 2006