59
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.
HEINEKEN N.V. ANNUAL REPORT 2008
Financial statements and profit appropriation
he Executive Board has submitted its financial statements
008 to the Supervisory Board. The financial statements
an be found on pages 67 to 143 of this Annual Report.
PMG ACCOUNTANTS N.V. audited the financial statements,
heir report appears on page 146 in the printed document.
he Supervisory Board recommends that shareholders,
accordance with the Articles of Association, adopt these
nancial statements and, as proposed by the Executive
oard, appropriate the entire profit of €209 million, as well
€95 million of the retained earnings for payment of
vidend. The underlying principle of the dividend policy is
at 30-35 per cent of net profit before exceptional items
id amortisation of brands (net profit beia) is placed at the
sposal of shareholders for distribution as dividend.
ie proposed dividend amounts to €0.62 per share of €1.60
iminal value, of which €0.28 was paid as an interim dividend
13 September 2008.
ipervisory Board composition and remuneration
he Annual General Meeting of Shareholders on 17 April
J08 appointed Mrs. M.E. Minnick as member of the
ipervisory Board. Mrs. Minnick is consulted regularly
view of her marketing knowledge and her experience
the drinks industry.
The Supervisory Board consists of eight 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
Supervisory Board has a diverse composition in terms of
experience, gender and age. Two out of eight members are
women; three out of eight members are non-Dutch and the
average age is: 60 (ranging between 47 and 71). 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 132 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, as a consequence of the special character of
the Company (see page 54). Since then there has been no
change in the governance of Heineken N.V.
On 10 December 2008 the amended Dutch Corporate
Governance Code was published. This Code will come
into force with effect from the financial year 2009.
As recommended by the Corporate Governance Code
Monitoring Committee Heineken will include a chapter in
the Annual Report on the broad outline of the corporate
governance structure and compliance with the amended
Code and present this chapter to the Annual General
Meeting of Shareholders in 2010. Heineken will prepare for
presentation in this meeting a full Comply or Explain report.
Heineken expects that it will apply almost all best practice
provisions, with some exceptions relating to the structure
of the Heineken Group.
essrs. Das and Hessels will resign by rotation from
•e Supervisory Board at the Annual General Meeting
Shareholders on 23 April 2009. Both are eligible for
'ïmediate re-appointment for a period of four years,
on-binding nominations for their appointments will be
ibmitted to the Annual General Meeting of Shareholders,
irthermore, it is proposed to re-appoint Mr. Das as
elegated member of the Supervisory Board. The
otes to the agenda contain further information.
