To the Shareholders During the year under review, the Supervisory Board performed its duties in accordance with primary and secondary law and the Articles of Association of Heineken N.V. and supervised and advised the Executive Board on an ongoing basis. Financial statements and profit appropriation Supervisory Board composition, remuneration and independence 62 The Executive Board has submitted its financial statements 2009 to the Supervisory Board. The financial statements of this Annual Report can be found on pages 71 to 155 of this Annual Report. KPMG Accountants N.V. audited the financial statements. Their report appears on page 158 of this Annual Report. The Supervisory Board recommends that shareholders, in accordance with the Articles of Association, adopt these financial statements and, as proposed by the Executive Board, appropriate EUR318 million for payment of dividend. The underlying principle of the dividend policy is that 30-35 per cent of net profit before exceptional items and amortisation of brands (net profit beia) is placed at the disposal of shareholders for distribution as dividend. The proposed dividend amounts to EUR 0.65 per share of EUR 1.60 nominal value, of which EUR 0.25 was paid as an interim dividend on 2 September 2009. The Annual General Meeting of Shareholders on 23 April 2009 appointed Mr. V.C.O.B.J. Navarre as member of the Supervisory Board for the maximum period of four years. Messrs. Das and Hessels were reappointed as members of the Supervisory Board for the maximum period of four years. Mr. Das was also reappointed delegated member. Following the announcement of the acquisition of the beer operations of Fomento Económico Mexicano S.A.B. de C.V. (FEMSA) and subject to completion of the transaction, it is proposed to appoint Messrs. J.A. Fernandez Carbajal and J.G. Astaburuaga Sanjinés as members of the Supervisory Board of Heineken N.V. for the maximum period of four years. Non- binding nominations for their appointment will be submitted to the Annual General Meeting of Shareholders on 22 April 2010. Messrs. Van Lede and De Jong, Mrs. Fentener van Vlissingen and Lord MacLaurin will resign by rotation from the Supervisory Board at the Annual General Meeting of Shareholders on 22 April 2010. Messrs. Van Lede and De Jong and Mrs. Fentener van Vlissingen are eligible for re-appointment for the maximum period of four years. Non-binding nominations for their appointments will be submitted to the Annual General Meeting of Shareholders. The notes to the agenda contain further information, concerning the proposed appointments and re-appointments. Lord MacLaurin will retire from the Supervisory Board. We would like to thank Lord MacLaurin for his contributions to the Company and specifically for his support in the UK market. In 2009 the Supervisory Board consisted of nine members. All members of the Supervisory Board comply with best practice provision III.3.4 of the Dutch Corporate Governance Code (maximum number of Supervisory Board seats). The Supervisory Board has a diverse composition in terms of experience, gender and age. Two out of nine members are women and four out of nine members are non-Dutch. The average age is 61 (ranging between 48 and 72 years). The General Meeting of Shareholders determines the remuneration of the members of the Supervisory Board. The 2005 Annual General Meeting of Shareholders resolved to adjust the remuneration of the Supervisory Board effective 1 January 2006. The detailed amounts are stated on page 14 of the financial statements. The Supervisory Board plans to submit new proposals to the Annual General Meeting of Shareholders in 2011. The Supervisory Board endorses the principle that the composition of the Supervisory Board shall be such that its members are able to act critically and independently of one another and of the Executive Board and any particular interests. In a strictly formal sense Messrs. De Jong, Das and de Carvalho do not meet the applicable criteria for 'independence' as set out in the Dutch Corporate Governance Code dated 10 December 2008. 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 22 February 2010. However, the Supervisory Board has ascertained that Messrs. De Jong, Das and de Carvalho in fact act critically and independently. Annual Report 2009 - Heineken N.V.

Jaarverslagen en Personeelsbladen Heineken

Jaarverslagen | 2009 | | pagina 59