Corporate Governance Statement (continued) Executive Board 56 The Executive Board may determine in the convocation notice that any vote cast prior to the General Meeting of Shareholders by means of electronic communication, shall be deemed to be a vote cast in the General Meeting of Shareholders. Such a vote may not be cast prior to the record date. A shareholder who has cast his vote prior to the General Meeting of Shareholders by means of electronic communication remains entitled to, whether or not represented by a holder of a written power of attorney, participate in the General Meeting of Shareholders. But, once cast, a vote cannot be revoked. Minutes The proceedings in the General Meeting of Shareholders shall be recorded in minutes taken by a secretary to be designated by the General Meeting of Shareholders, which minutes shall be signed by the chairman of the meeting and the secretary. In the event a notarial record of the proceedings of the General Meeting of Shareholders is drawn up, the chairman of the meeting shall countersign the notarial record. Upon request the record of the proceedings of the General Meeting of Shareholders shall be submitted to shareholders ultimately within three months after the conclusion of the meeting. Resolutions to be adopted by the General Meeting The General Meeting of Shareholders has authority to adopt resolutions concerning inter alia the following matters: (i) issue of shares by the Company or rights on shares (and authorise the Executive Board to resolve that the Company issues shares or rights on shares, (ii) authorise the Executive Board to resolve that the Company acquires its own shares, (iii) cancellation of shares and reduction of share capital, (iv) appointment of Executive Board members, (v) the remuneration policy for Executive Board members (v) suspension and dismissal of Executive Board members (v) appointment of Supervisory Board members, (vi) the remuneration of Supervisory Board members, (vii) suspension and dismissal of Supervisory Board members, (viii) appointment of the Delegated Member of the Supervisory Board, (ix) adoption of the financial statements, (x) granting discharge to Executive and Supervisory Board members, (xi) the profit reservation and distribution policy, (xi) dividend distributions, (xii) a substantial change in the corporate governance structure, (xiii) appointment of the external auditor, (xiv) amendment of the Articles of Association and (xv) liquidation. Resolutions on a major change in the identity or character of the Company or enterprise shall be subject to the approval of the General Meeting of Shareholders. This would at least include (a) the transfer of the enterprise or the transfer of practically the entire enterprise of the Company to a third party, (b) the entering into or the termination of a lasting co operation of the Company or a subsidiary with another legal entity or company or as fully liable partner in a limited partnership or general partnership, if such co-operation or termination is of fundamental importance to the Company and (c) acquiring or disposing of a participation in the capital of a company by the Company or a subsidiary amounting to at least one-third of the amount of assets according to the Company's consolidated balance sheet plus explanatory notes as laid down in the last adopted financial statements of the Company. Provision of information The Executive Board and the Supervisory Board shall provide the General Meeting of Shareholders with all requested information, unless this would be contrary to an overriding interest of the Company. If the Executive Board and the Supervisory Board invoke an overriding interest, they shall give reasons. Composition and role of the Executive Board The Executive Board consists of two members, Chairman/ CEO Jean Francois (J.F.M.L.) van Boxmeer and CFO René (D.R.) Fiooft Graafland. The Executive Board members are appointed by the General Meeting of Shareholders from a non-binding nomination drawi up by the Supervisory Board. The Supervisory Board appoints one of the Executive Board members as Chairman/CEO. The General Meeting of Shareholders can dismiss members of the Executive Board by a majority of the votes cast, if the subject majority at least represents one-third of the issued capital. The role of the Executive Board is to manage the Company, which means, amongst other things, that it is responsible for setting and achieving the operational and financial objective of the Company, the design of the strategy to achieve the objectives, the parameters to be applied in relation to the strategy (for example in respect of the financial ratios), the associated risk profile, the development of results and corporate social responsibility issues that are relevant to the enterprise. The Executive Board is accountable for this to the Supervisory Board and to the General Meeting. In discharging its role, the Executive Board shall be guided by the interests of the Company and its affiliated enterprises, taking into consideration the interests of the Company's stakeholders. The Executive Board is responsible for complying with all primary and secondary legislation, for managing the risks associated with the Company's activities and for financing the Company. A member of the Executive Board shall not take part in any discussion or decision-making that involves a subject or transaction in relation to which he has a conflict of interest with the Company. Annual Report 2009 - Heineken N.V.

Jaarverslagen en Personeelsbladen Heineken

Jaarverslagen | 2009 | | pagina 53