Meetings and activities of the Supervisory Board
Committees
63
The Supervisory Board held nine meetings in the presence
of the Executive Board, including meetings by telephone
conference. The agenda included subjects such as the
Company's strategy, the financial position of the Group,
the results of the Operating Companies, acquisitions, large
investment proposals, the yearly budget, management
changes, the yearly management review and the internal
risk management and control systems. In particular the
acquisition of the beer operations of FEMSA (Mexico) was
discussed in several meetings. The Supervisory Board also
discussed and approved the adjustments to the remuneration
policy for the Executive Board. The external auditor attended
the meeting in which the annual results were discussed.
Several representatives of Senior Management presented
a subject, such as the Group Supply Chain Director (Supply
Chain highlights, Total Production Management and
si stainability) and the Group Legal Affairs Director
(h ighlights of preventing disputes and competition law
mpliance). Two Regional Presidents (Western and Central
Eastern Europe) presented their programme for growth.
\e meeting was held without the Executive Board present,
i this meeting, the Supervisory Board discussed the
f nctioning of the Supervisory Board, its committees and its
r embers as well as the functioning of the Executive Board,
e Chairman of the Supervisory Board prepared this
eeting by having individual interviews, based on a self-
sessment survey, with the Supervisory Board and
ecutive Board members.
ie meeting was held at the brewery in Zoeterwoude, the
therlands. In this meeting the Supply Chain Director for
e Netherlands presented the developments within the
pply Chain of the breweries in the Netherlands.
arly, the Supervisory Board has a two-day meeting with
e Executive Board to discuss the long term strategy and
anagement development. In this meeting, the Managing
-ector of Heineken Nederland and his management team
esented the highlights of the commercial organisation in
e Netherlands (including Vrumona).
e Chairman of the Supervisory Board met frequently with
e CEO, amongst others, to prepare the Supervisory Board
eetings and to monitor progress.
None of the members of the Supervisory Board were frequently
absent. An absence of twice or more is considered frequent.
The Supervisory Board has four committees, the Preparatory
Committee, the Audit Committee, the Selection Appointment
Committee and the Remuneration Committee. The terms
of reference for the committees are posted on the
Company's website.
Preparatory Committee
Composition: Messrs. Van Lede (Chairman), Das and
de Carvalho.
The Preparatory Committee met seven times. The committee
prepares decision-making by the Supervisory Board.
Audit Committee
Composition: Messrs. De Jong (Chairman), Hessels and
Mrs. Fentener van Vlissingen. The Audit Committee met
three times.
The members collectively have the experience and financial
expertise to supervise the financial statements and the risk
profile of Heineken N.V. The Audit Committee discussed
regular topics, such as the annual and interim financial
statements, the effectiveness of risk management, the
adequacy of internal control policies and internal audit
programmes, the external audit scope, approach and fees,
as well as reports from both the internal and external audits.
Specific attention was paid to the international IT
programmes and the tax control framework through
presentations by the responsible managers.
The Audit Committee also reviewed the achievement of
targets for the annual bonus for the Executive Board and
Senior Management.
The CEO and the CFO attended all the meetings, as well
as the external auditor, the Director Group Control
Accounting and the Group Internal Auditor.
The Annual General Meeting of Shareholders appointed in
2008 the external auditor, KPMG Accountants N.V. for a four-
year period (financial statements 2008-2011).
Annual Report 2009 - Heineken N.V.
