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.