Report of the Supervisory Board
To the shareholders
During the year under review, the Supervisory Board performed its duties in
accordance with the law and the Articles of Association of Heineken N.V. and
supervised and advised the Executive Board on an ongoing basis.
58
Financial statements and profit appropriation
The Executive Board has submitted its financial
statements for 2007 to the Supervisory Board.
These financial statements can be found on pages
65 to 137 of this Annual Report.
KPMG ACCOUNTANTS N.V. audited the financial
statements. Their report appears on page 138.
The Supervisory Board recommends that
shareholders, in accordance with the Articles of
Association, adopt these financial statements and,
as proposed by the Executive Board, appropriate
€343 million of the profit as dividend and add the
remainder, amounting to €464 million, to retained
earnings. The proposed dividend amounts to
€0.70 per share of €1.60 nominal value, of which
€0.24 was paid as an interim dividend on
20 September 2007.
Supervisory Board composition
and remuneration
Mr. M.R. de Carvalho resigned by rotation from the
Supervisory Board at the Annual General Meeting
of Shareholders on 19 April 2007. Mr. de Carvalho
was duly reappointed for a period of four years.
As at the same date Mr. A.H.J. Risseeuw stepped
down from the Supervisory Board as he reached
the statutory age limit, based on the internal
regulations of the Supervisory Board. The
Supervisory Board currently consists of seven
members.
All members of the Supervisory Board comply
with best practice provision 111.3.4 of the Dutch
Corporate Governance Code (maximum number
of Supervisory Board seats).
The General Meeting of Shareholders determines
the remuneration of the members of the
Supervisory Board. The 2005 Annual General
Meeting of Shareholders resolved to adjust the
remuneration of the Supervisory Board effective
1 January 2006. The detailed amounts are stated
on page 125 of the financial statements.
Corporate Governance
The Annual General Meeting of Shareholders of
20 April 2005 sanctioned the way Heineken deals
with the Dutch Corporate Governance Code
of 9 December 2003, and in particular the non
compliance with a limited number of best practice
provisions (see page 52), as a consequence of the
special character of the Company. Since then there
has been no change in the way Heineken N.V. deals
with the Code.
Meetings and activities of the
Supervisory Board
The Supervisory Board held eight meetings
with the Executive Board, including meetings by
telephone conference. The items discussed in the
meetings included recurring subjects, such as the
Company's strategy, the financial performance
of the Group and the operating companies,
acquisitions - in particular the acquisition of part of
Scottish Newcastle - large investment proposals,
management changes and the reappointment of
the external auditor. The external auditor attended
the meeting in which the annual results were
discussed.
One meeting was held in New York, USA where the
Regional President Americas and his management
team presented the main developments in this
region and the Management Team of Heineken
USA presented an overview of the developments
in the USA. In 2007 the Regional Presidents of
Western Europe and Asia Pacific presented the
main developments in their regions during the
regular meetings of the Supervisory Board. Also
a meeting was held on the developments of the
Heineken brand.
None of the members of the Supervisory Board
were frequently absent. Two absences in two years
or more is considered frequent.
Heineken N.V. Annual Report 2007