55 HEINEKEN N.V. ANNUAL REPORT 2008 Holding N.V. a compensation for attending the meetings of the Board of Directors of Heineken Holding N.V. These compensations are in keeping with the normal course of business. No other Supervisory Board member receives personal financial compensation from the company, or a company associated with it, other than the compensation received from the work performed as a Supervisory Board member. c. has had an important business relationship with the company, or a company associated with it, in the year prior to the appointment. This includes the case where the Supervisory Board member, or the firm of which he is a shareholder, partner, associate or adviser, has acted as adviser to the company (consultant, external auditor, civil notary and lawyer) and the case where the supervisory board member is a management board member or an employee of any bank with which the company has a lasting and significant relationship; In a strict sense Mr. Das also would not be independent, as he was a partner in a firm which was appointed as a consultant to Heineken N.V. the year before his appointment in 1994. However, Heineken does not consider this as an impediment to Mr. Das being independent. e. holds at least ten per cent of the shares in the company (including the shares held by natural persons or legal entities which cooperate with him under an express or tacit, oral or written agreement); Mr. de Carvalho is married to Mrs. de Carvalho- Heineken (large shareholder and delegated member of the Board of Directors of Heineken Holding N.V.). Mrs. de Carvaiho indirectly holds more than 10% of the shares in Heineken N.V. Heineken does not consider this an impediment to Mr. de Carvalho being independent. 2.3 The report of the Supervisory Board shall state that, in the view of the Supervisory Board members, best practice provision 111.2.1 has been fulfilled, and shall also state which Supervisory Board member is not considered to be independent, if any. As indicated in 111.2.2, in a strictly formal sense, three members of the Supervisory Board do not meet the dependence criteria as set out in best practice provision 111.2.2. However, Heineken does not consider this as an impediment to Messrs. De Jong, Das and de Carvalho being independent. 111.3.4 The number of supervisory boards of Dutch listed companies of which an individual may be a member shall be limited to such an extent that the proper performance of his duties is assured; the maximum number is five, for which purpose the chairmanship of a supervisory board counts double. Heineken takes the view that the decision on whether to apply this best practice provision should also be guided by the Company's interest in terms of its ability to attract and retain skilled Supervisory Board members. Any departures for this provision will be mentioned in the Annual Report. 111.3.5 A person may be appointed to the Supervisory Board for a maximum of three 4-year terms. Given the structure of the Heineken Group, the maximum appointment period will not be applied to members who are related by blood or marriage to the Heineken family or who are members of the Board of Directors of Heineken Holding N.V. For all other members Heineken applies the best practice provision. 111.4.1 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.

Jaarverslagen en Personeelsbladen Heineken

Jaarverslagen | 2008 | | pagina 57