mmittees
59
Chairman
The Supervisory Board appoints from its members
a Chairman.
The Chairman of the Supervisory Board may not be a former
member of the Executive Board.
The current Chairman is Mr. C.J.A. van Lede.
The Chairman of the Supervisory Board (C.J.A. van Lede)
ensures the proper functioning of the Supervisory Board and
its committees and acts on behalf of the Supervisory Board as
the main contact for the Executive Board and for shareholders
regarding the functioning of the Executive and Supervisory
Board members.
V ce-Chairman
he Supervisory Board appoints from its members a
Y ice-Chairman.
he Vice-Chairman of the Supervisory Board (J.M. de Jong)
ts as deputy for the Chairman. The Vice-Chairman acts
contact for individual Supervisory Board members and
1 ecutive Board members concerning the functioning of
tóe Chairman of the Supervisory Board.
legated Member
\e General Meeting of Shareholders may appoint one of the
pervisory Board members as Delegated Member (currently
Das). The delegation of powers to the Delegated Member
es not exceed the duties of the Supervisory Board and does
t comprise the management of the Company. It intends to
lèct a more intensive supervision and advice and more
gular consultation with the Executive Board.
ie Delegated Member has a veto-right concerning
solutions of the Supervisory Board to approve the
solutions of the Executive Board referred to in article 8
iragraph 6 under a, b and c of the Articles of Association
the Company.
ie Supervisory Board has four committees, the Preparatory
immittee, the Audit Committee, the Remuneration
immittee, and the Selection and Appointment Committee.
ie function of these committees is to prepare the decision-
aking of the Supervisory Board. The Supervisory Board
is drawn up regulations for each committee, which indicate
e role and responsibility of the committee concerned, its
mposition and the manner in which it discharges its duties,
lese regulations are available on
ww.heinekeninternational.com/corporate governance/
ipervisory board.
The report of the Supervisory Board states the composition of
the committees, the number of committee meetings and the
main items discussed.
Preparatory Committee
The Preparatory Committee prepares decision-making of
the Supervisory Board on matters not already handled by
any of the other committees, such as in relation to
acquisitions and investments.
Audit Committee
The Audit Committee may not be chaired by the Chairman
of the Supervisory Board or by a former member of the
Executive Board.
At least one member of the Audit Committee shall be a
financial expert with relevant knowledge and experience of
financial administration and accounting for listed companies
or other large legal entities.
The Audit Committee focuses on supervising the activities
of the Executive Board with respect to (i) the operation of
the internal risk management and control systems, including
the enforcement of the relevant primary and secondary
legislation and supervising the operation of codes of conduct,
(ii) the provision of financial information by the Company, (iii)
compliance with recommendations and observations of
internal and external auditors, (iv) the role and functioning
of the internal audit function, (v) the policy of the Company
on tax planning, (vi) relations with the external auditor,
including, in particular, his independence, remuneration and
any non-audit services for the Company, (vii) the financing of
the Company and (viii) the applications of information and
communication technology.
The Audit Committee acts as the principal contact for the
external auditor if he discovers irregularities in the content
of the financial reporting.
The Audit Committee meets with the external auditor as
often as it considers necessary, but at least once a year,
without the Executive Board members being present.
Remuneration Committee
The Remuneration Committee may not be chaired by the
Chairman of the Supervisory Board or by a former member
of the Executive Board or by a Supervisory Board member
who is a member of the management board of another listed
company. However, given the structure of the Heineken
Group and the character of the Board of Directors of
Heineken Holding N.V., the Remuneration Committee may be
chaired by a Supervisory Board member who is a member of
the Board of Directors of Heineken Holding N.V. (as currently
is the case with Mr. M. Das).
Annual Report 2009 -
Heineken N.V.
