DUTCH CORPORATE GOVERNANCE CODE CONTINUED
HEINEKEN N.V. ANNUAL REPORT 200i
III.5.11 The Remuneration Committee shall not be chaired
by the Chairman of the Supervisory Board or by
a former member of the Executive Board of the
company, or by a Supervisory Board member who
is a member of the management board of another
listed company.
Given the structure of the Heineken Group and the
character of the Board of Directors of Heineken
Holding N.V., Heineken will not apply this best practice
provision to the extent that the Remuneration
Committee can be chaired by a Supervisory Board
member who is also a member of the Board of
Directors of Heineken Holding N.V. Currently the
Remuneration Committee is chaired by Mr. Das, who
is chairman of the Board of Directors of Heineken
Holding N.V.
111.6.6 A delegated Supervisory Board member is a
Supervisory Board member who has a special duty.
The delegation may not extend beyond the duties
of the Supervisory Board itself and may not include
the management of the company. It may entail
more intensive supervision and advice and more
regular consultation with the Executive Board. The
delegation shall be of a temporary nature only. The
delegation may not detract from the role and power
of the Supervisory Board. The delegated Supervisory
Board member remains a member of the
Supervisory Board.
As regulated in the Articles of Association of Heineken
N.V., the delegated Supervisory Board member,
a position currently held by Mr. Das (Chairman of
the Board of Directors of Heineken Holding N.V.) is
consistent with this best practice provision, except
insofar that the position is not temporary and is held
for the term for which the member concerned is
appointed by the General Meeting of Shareholders
of Heineken N.V. Heineken considers that, as regulated
by the Articles of Association of Heineken N.V., the
post of delegated Supervisory Board member, which
has been in existence since 1952, befits the structure
of the Heineken Group.
appointed a compliance officer, to the Chairman of
the Supervisory Board. A Supervisory Board member
who invests exclusively in listed investment funds or
who has transferred the discretionary management
of his securities portfolio to an independent third
party by means of a written mandate agreement is
exempted from compliance with this last provision.
This best practice provision will be applied, provided,
however, that the periodic notice will be given only
once per year.
III.8.1 The Chairman of the management board shall
not also be and shall not have been an executive
director. The Chairman of the management board
shall check the proper composition and functioning
of the entire board. The management board shall
apply chapter 111.5 of this code. The committees
referred to in chapter III.5 shall consist only of
non-executive management board members.
The majority of the members of the management
board shall be non-executive directors and are
independent within the meaning of best practice
provision 111.2.2.
Heineken has a two-tier management structure.
Principle 111.8 and the best practice provisions do not
apply to Heineken.
IV.3.8 The report of the General Meeting of Shareholders
shall be made available, on request, to shareholders
no later than three months after the end of the
meeting, after which the shareholders shall have the
opportunity to react to the report in the following
three months. The report shall then be adopted in
the manner provided for in the Articles of Association
A notarial record is made of the proceedings of the
meeting, as provided for in the Articles of Association.
Heineken considers it desirable to continue this
practice. Therefore this best practice provision will
be applied to the extent that it is consistent with a
notarial record. The notarial record will be available
no later than three months after the meeting.
111.7.3 The Supervisory Board shall adopt a set of
regulations containing rules governing ownership of
and transactions in securities by Supervisory Board
members, other than securities issued by their 'own'
company. The regulations shall be posted on the
company's website. A Supervisory Board member
shall give periodic notice, but in any event at least
once a quarter, of any changes in his holding of
securities in Dutch listed companies to the
compliance officer or, if the company has not