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.