53
normal course of business. No other
Supervisory Board member receives
personal financial compensation from
the company, or a company associated
with it, other than the compensation
received from the work performed as
a Supervisory Board member.
c. has had an important business
relationship with the company, or a
company associated with it, in the year
prior to the appointment. This includes
the case where the Supervisory Board
member, or the firm of which he is
a shareholder, partner, associate or
adviser, has acted as adviser to the
company (consultant, external auditor,
civil notary and lawyer) and the case
where the supervisory board member
is a management board member or an
employee of any bank with which the
company has a lasting and significant
relationship;
In a strict sense Mr. Das also would not
be independent, as he was a partner in a
firm which was appointed as a consultant
to Heineken N.V. the year before his
appointment in 1994. However, Heineken
does not consider this as an impediment
to Mr. Das being independent.
e. holds at least ten per cent of the shares
in the company (including the shares held
by natural persons or legal entities which
cooperate with him under an express
or tacit, oral or written agreement);
Mr. de Carvalho is married to Mrs. de
Carvalho-Heineken (large shareholder
and delegated member of the Board
of Directors of Heineken Holding N.V.).
Mrs. de Carvalho indirectly holds more
than 10% of the shares in Heineken N.V.
Heineken does not consider this an
impediment to Mr. de Carvalho being
independent.
.2.3 The report of the Supervisory Board shall
state that, in the view of the Supervisory
Board members, best practice provision
III.2.1 has been fulfilled, and shall also
state which Supervisory Board member is
not considered to be independent, if any.
As indicated in III.2.2, in a strictly formal
sense, three members of the Supervisory
Board do not meet the dependence criteria
as set out in best practice provision III.2.2.
However, Heineken does not consider this
as an impediment to Messrs. De Jong, Das
and de Carvalho being independent.
.3.4 The number of supervisory boards of
Dutch listed companies of which an
individual may be a member shall be
limited to such an extent that the proper
performance of his duties is assured;
the maximum number is five, for
which purpose the chairmanship of
a supervisory board counts double.
Heineken takes the view that the decision
on whether to apply this best practice
provision should also be guided by the
Company's interest in terms of its ability
to attract and retain skilled Supervisory
Board members. Any departures for
this provision will be mentioned in the
annual report.
.3.5 A person may be appointed to the
Supervisory Board for a maximum
of three 4-year terms.
Given the structure of the Heineken group,
the maximum appointment period will not
be applied to members who are related by
blood or marriage to the Heineken family
or who are members of the Board of
Directors of Heineken Holding N.V. For all
other members Heineken applies the best
practice provision.
Heineken N.V. Annual Report 2007