Corporate Governance Statement (continued)
Report of the Executive Board
The composition of the Supervisory Board is such that the
members are able to act critically and independently of
one another and of the Executive Board and any particular
interests. Three members of the Supervisory Board
(M.R. de Carvalho, J.M. de Jong and M. Das) do not meet the
applicable criteria for being 'independent' within the meaning
of best practice provision 111.2.2 of the Dutch Corporate
Governance Code of 10 December 2008. Reference is made to
the Comply or Explain Report.
A person may be appointed to the Supervisory Board for
a maximum of three four-year terms. However, given the
structure of the Heineken Group, the maximum appointment
period will not be applied to members who are related by
blood or marriage to Mr. A.H. Heineken family or to members
who are also members of the Board of Directors of Heineken
Holding N.V.
The Supervisory Board has drawn up a rotation schedule in
order to avoid, as far as possible, a situation in which many
Supervisory Board members retire at the same time. The
rotation schedule is available on www.heinekeninternational.
com/corporate governance/supervisory board.
Profile
The Supervisory Board has prepared a profile of its size and
composition, taking account of the nature of the business, its
activities and the desired expertise and background of the
Supervisory Board members. The profile deals with the
aspects of diversity in the composition of the Supervisory
Board that are relevant to the Company and states what
specific objective is pursued by the Supervisory Board in
relation to diversity. Each Supervisory Board member shall
be capable of assessing the broad outline of the overall
policy. At least one member of the Supervisory Board
shall be a financial expert with relevant knowledge and
experience of financial administration and accounting
for listed companies or other large legal entities. The
composition of the Supervisory Board shall be such that
it is able to carry out its duties properly. The profile is
available on www.heinekeninternational.com/corporate
governance/supervisory board.
Role
The role of the Supervisory Board is to supervise the
management of the Executive Board and the general affairs
of the Company and its affiliated enterprises, as well as to
assist the Executive Board by providing advice. In discharging
its role, the Supervisory Board shall be guided by the
interests of the Company and its affiliated enterprises
and shall take into account the relevant interest of the
Company's stakeholders.
The supervision of the Executive Board by the Supervisory
Board includes the achievement of the Company's objectives,
the corporate strategy and the risks inherent in the business
activities, the design and effectiveness of the internal risk an 1
control systems, the financial reporting process, compliance
with primary and secondary legislation, the Company-
shareholder relationship and corporate social responsibility
issues that are relevant to the Company.
The Supervisory Board discusses at least once a year the
corporate strategy and the main risks of the business, the
result of the assessment by the Executive Board of the design
and effectiveness of the internal risk management and
control systems, as well as any significant changes thereto.
The division of duties within the Supervisory Board and
the procedure of the Supervisory Board is laid down in the
Regulations for the Supervisory Board, which are available
on www.heinekeninternational.com/corporate governance/
supervisory board.
A member of the Supervisory 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.
The Executive Board provides the Supervisory Board with
all information necessary for the exercise of the duties of the
Supervisory Board.
The Supervisory Board discusses at least once a year, withou
the Executive Board being present, its own functioning, the
functioning of its committees and its individual members
and the conclusions that must be drawn on the basis thereof.
The Supervisory Board also discusses the desired profile,
composition and competence of the Supervisory Board.
Moreover, the Supervisory Board discusses at least once a
year without the Executive Board being present both the
functioning of the Executive Board as an organ of the
Company and the performance of its individual members
and the conclusions that must be drawn on the basis thereof.
Resolutions subject to Supervisory Board approval
Certain resolutions of the Executive Board are subject to the
approval of the Supervisory Board. Examples are resolutions
concerning the operational and financial objectives of the
Company, the strategy designed to achieve the objectives,
the parameters to be applied in relation to the strategy (for
example in respect of the financial ratios) and corporate
social responsibility issues that are relevant to the Company.
Also decisions to enter into transactions under which
Executive Board or Supervisory Board members would have
conflicts of interest that are of material significance to the
Company and/or to the relevant Executive Board member/
Supervisory Board member require the approval of the
Supervisory Board. Further reference is made to article 8
paragraph 6 of the Articles of Association of the Company,
which contains a list of resolutions of the Executive Board
that require Supervisory Board approval.
58 Annual Report 2009 - Heineken N.V.
