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

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