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.
