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1.7.3 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
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.
IV.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.
.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 111.2.2.
Heineken has a two-tier management
structure. Principle 111.8 and the best practice
provisions do not apply to Heineken.
Heineken N.V. Annual Report 2007
