59
Independence
With regard to the independence of the
Supervisory Board members, reference is made
to the best practice provision 111.2.2 of the Dutch
Corporate Governance Code as contained in the
'Comply or Explain' report of 21 February 2005
(see page 52).
C ommittees
The Supervisory Board has four committees,
t ie Preparatory Committee, the Audit Committee,
t ie Selection Appointment Committee and the
Remuneration Committee.
F eparatory Committee
Composition: Messrs. Van Lede (Chairman),
Cas and de Carvalho.
1 ie Preparatory Committee met eight times.
1 ie committee prepares decision-making by
t e Supervisory Board.
idit Committee
C imposition: Messrs. De Jong (Chairman), Hessels
c id Mrs. Fentener van Vlissingen.
1 ie members collectively have the experience
id financial expertise to supervise the financial
s atements and the risk profile of Fleineken N.V.
1 ie Audit Committee met three times to discuss
r gular topics, such as the annual and interim
f ïancial statements, risk management, the
iequacy of internal control policies and internal
idit programmes, the external audit scope,
c iproach and fees, as well as reports from both
t e internal and external audits.
ie Audit Committee also reviewed the
hievement of targets for the annual bonus
f rthe Executive Board and Senior Management
id decided on the procedure for the assessment
c the external auditor, in view of the re-
ipointment. The CEO and the CFO attended all
t e meetings, as well as the external auditor, the
rector Group Control Accounting and the
C oup Internal Auditor.
The external auditor was appointed in the Annual
General Meeting of 2003 for a five-year period.
In 2007 an assessment was made, following
a thorough review in 2005. The Audit Committee
recommended to the Supervisory Board to
re-appoint KPMG Accountants N.V. as the external
auditors for Heineken N.V. for a further period of
four years.
The Supervisory Board will submit the
recommendation for approval to the shareholders
in the Annual General meeting of Shareholders on
17 April 2008.
Selection Appointment Committee
Composition: Messrs. Van Lede (Chairman),
Das, de Carvalho and Lord MacLaurin.
The Selection Appointment Committee met
once. In this meeting the composition and the
rotation schedule of the Supervisory Board were
discussed.
Remuneration Committee
Composition: Messrs. Das (Chairman), Van Lede
and de Carvalho.
The Remuneration Committee met three times.
The Remuneration Committee discussed the target
setting and payout levels for the annual bonus and
the long-term incentive plan for the Executive
Board (Heineken N.V. shares).
Heineken N.V. Annual Report 2007
