once a quarter, of any changes in his
holding of securities in Dutch listed
companies to the compliance officer or,
if the company has not appointed a
compliance officer, to the Chairman of
the Supervisory Board. A Supervisory
Board member who invests exclusively
in listed investment funds or who has
transferred the discretionary management
of his securities portfolio to an independent
third party by means of a written mandate
agreement is exempted from compliance
with this last provision.
This best practice provision will be applied,
provided, however, that the periodic notice
will be given only once per year.
8.1 The Chairman of the management board
shall not also be and shall not have been
an executive director. The Chairman of
the management board shall check the
proper composition and functioning of
the entire board. The management board
shall apply chapter III.5 of this code. The
committees referred to in chapter III.5
shall consist only of non-executive
management board members. The majority
of the members of the management board
shall be non-executive directors and are
independent within the meaning of best
practice provision III.2.2.
Heineken has a two-tier management
structure. Principle III.8 and the best practice
provisions do not apply to Heineken.
3.8 The report of the General Meeting of
Shareholders shall be made available, on
request, to shareholders no later than
three months after the end of the meeting,
after which the shareholders shall have
the opportunity to react to the report in
the following three months. The report
shall then be adopted in the manner
provided for in the Articles of Association.
A notarial record is made of the proceedings
of the meeting, as provided for in the
Articles of Association. Heineken considers
it desirable to continue this practice. Therefore
this best practice provision will be applied
to the extent that it is consistent with a
notarial record. The notarial record will be
available no later than three months after
the meeting.
Amsterdam, 20 February 2007
Van Boxmeer
Hooft Graafland
Heineken N.V. f i
Annual Report 2006 OX