60 TO THE SHAREHOLDERS CONTINUED REPORT OF THE SUPERVISORY BOARD HEINEKEN N.V. ANNUAL REPORT 200, Meetings and activities of the Supervisory Board The Supervisory Board held seven meetings in the presence of the Executive Board, including meetings by telephone conference. The agenda included subjects, such as the Company's strategy, the financial position of the Group, the results of the operating companies, acquisitions, large investment proposals, the yearly budget, management changes, the risk profile and control systems. The acquisition and the integration of Scottish Newcastle was a regular topic in the meetings. Beginning 2009, the Supervisory Board discussed and approved the adjustments to the remuneration policy for the Executive Board. The external auditor attended the meeting in which the annual results were discussed. One meeting was held without the Executive Board present. In this meeting, the Supervisory Board discussed, based on a self-assessment survey, the functioning of the Supervisory Board, its committees and its members as well as the functioning of the Executive Board and its members. One meeting was held in Edinburgh, Scotland, where the Regional President Western Europe presented the main developments in his region, with specific attention to the markets in the UK, Belgium, Portugal and Finland. In 2008, the Director Group Commerce presented the marketing issues. The Director Group Control Accounting presented the post-audits. Post-audits are made of larger acquisitions after a few years. The Chairman of the Supervisory Board met frequently with the CEO, amongst others, to prepare the Supervisory Board meetings and to monitor progress. None of the members of the Supervisory Board was frequently absent. An absence of twice or more is considered frequent. Independence The Supervisory Board endorses the principle that all members are able to act critically and independently and considers the members of the Supervisory Board as independent. In a strictly formal sense, however, Messrs. De Jong, Das and de Carvalho do not meet the applicable criteria of the Dutch Corporate Governance Code dated 9 December 2003. In this respect reference is made to the best practice provision III.2.2 of the Dutch Corporate Governance Code as contained in the 'Comply or Explain' report of 21 February 2005 (see also page 54). Committees The Supervisory Board has four committees, the Preparatory Committee, the Audit Committee, the Selection Appointment Committee and the Remuneration Committee. Preparatory Committee Composition: Messrs. Van Lede (Chairman), Das and de Carvalho. The Preparatory Committee met six times. The committee prepares decision-making by the Supervisory Board. Audit Committee Composition: Messrs. De Jong (Chairman), Hesselsand Mrs. Fentener van Vlissingen. The members collectively have the experience and financial expertise to supervise the financial statements and the risk profile of Heineken N.V. The Audit Committee met four times to discuss regular topics, such as the annual and interim financial statements, the effectiveness of risk management, the adequacy of internal control policies and internal audit programmes, the external audit scope, approach and fees, as well as reports from both the internal and external audits. The Group Director IT presented the international IT programmes. The Audit Committee also reviewed the achievement of targets for the annual bonus for the Executive Board and Senior Management and decided on the procedure for the assessment of the external auditor, in view of the re-appointment. The Annual General Meeting of Shareholders on 17 April 2008 reappointed KPMG Accountants N.V. as the external auditors for a four-year period (financial statements 2008 - 2011). The CEO and the CFO attended all the meetings, as well as the external auditor, the Director Group Control Accounting and the Group Internal Auditor. Selection Appointment Committee Composition: Messrs. Van Lede (Chairman), Das, de Carvalho and Lord MacLaurin. The Selection Appointment Committee met three times. In these meetings the composition and the rotation schedule of the Supervisory Board were discussed.

Jaarverslagen en Personeelsbladen Heineken

Jaarverslagen | 2008 | | pagina 62