Dutch Corporate Governance Code continued
54 Report of the Executive Board
III.4.1 The Chairman of the Supervisory Board
shall see to it that:
a. the Supervisory Board members
follow their induction and education
or training programme;
b. the Supervisory Board members
receive 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.
Heineken N.V. Annual Report 2007