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.

Jaarverslagen en Personeelsbladen Heineken

Jaarverslagen | 2009 | | pagina 60