43
In compliance with this best practice provision, the Supervisory
Board has drawn up a rotation schedule in order to avoid, as
far as possible, a situation in which Executive Board members
retire at the same time.
A non-binding nomination for the reappointment of
D.R. Hooft Graafland for a period of four years will be
submitted to the Annual General Meeting of Shareholders
of 21 April 2011. It is contemplated that a non-binding
nomination for the reappointment of J.F.M.L. van Boxmeer
for a period of four years will be submitted to the Annual
General Meeting of Shareholders of 2013.
The Supervisory Board appoints one of the Executive Board
members as Chairman/CEO.
The General Meeting of Shareholders can dismiss members
of the Executive Board by a majority of the votes cast,
if the subject majority at least represents one-third of the
ssued capital.
he role of the Executive Board is to manage the Company,
hich means, amongst other things, that it is responsible for
jtting and achieving the operational and financial objectives
of the Company, the design of the strategy to achieve the
bjectives, the parameters to be applied in relation to the
rategy (for example, in respect of the financial ratios),
ie associated risk profile, the development of results and
irporate social responsibility issues that are relevant to the
nterprise. The Executive Board is accountable for this to the
ipervisory Board and to the General Meeting. In discharging
s role, the Executive Board shall be guided by the interests
f the Company and its affiliated enterprises, taking into
msideration the interests of the Company's stakeholders,
ne Executive Board is responsible for complying with all primary
id secondary legislation, for managing the risks associated
th the Company's activities and for financing the Company.
member of the Executive Board shall not take part in any
scussion or decision-making that involves a subject or
ansaction in relation to which he has a conflict of interest
Sth the Company.
pervisory Board
imposition of the Supervisory Board
he Supervisory Board consists often members:
ees van Lede (Chairman), José Antonio Fernandez Carbajal
/ice-Chairman), Maarten Das (delegated member),
lichel de Carvalho, Jan Michiel Hessels, Jan Maarten de Jong,
\nnemiek Fentener van Vlissingen, Mary Minnick,
nristophe Navarre and Javier Astaburuaga Sanjinés.
Information on these Supervisory Board members is
provided hereunder.
Cees (C.J.A.) van Lede (1942)
Dutch nationality; male.
Appointed in 2002; latest reappointment in 2010*.
Chairman (2004).
Profession: Company Director.
Supervisory directorships Dutch stock listed companies:
Royal Philips Electronics N.V.
Other positions**: Sara Lee Corporation, Air Liquide S.A.,
Air France/KLM, Senior Advisor Europe JP Morgan Pic., London.
José Antonio (J.A.) Fernandez Carbajal (1954)
Mexican nationality; male.
Appointed in 2010*. Vice-Chairman (2010).
Profession: Chairman CEO Fomento Económico Mexicano
S.A.B. de C.V. (FEMSA).
No Supervisory directorships Dutch stock listed companies.
Other positions**: Heineken Holding N.V., Coca-Cola Femsa
S.A.B. de C.V. (Chairman), Tecnológico de Monterrey
(Vice-Chairman), Grupo Financiero BBVA Bancomer, Grupo
Industrial Bimbo, Televisa Xignux, Cemex, Airolineas Volaris,
Industrias Penoles.
Maarten (M.) Das (1948)
Dutch nationality; male.
Appointed in 1994; latest reappointment in 2009*.
Delegated member (1995).
Profession: Advocaat (Attorney at law).
No supervisory directorships Dutch stock listed companies.
Other positions**: Heineken Holding N.V. (Chairman L'Arche
Green N.V. (Chairman), Stichting Administratiekantoor Priores,
LAC B.V., Greenfee B.V. (Chairman).
Michel (M.R.) de Carvalho (1944)
British nationality; male.
Appointed in 1996; latest reappointment in 2007*.
Profession: Banker, Investment Banking, Citi Inc., UK
(Vice-Chairman) and Citi Private Bank Europe, Middle East
and Africa (Chairman).
No supervisory directorships Dutch stock listed companies.
Other positions**: L'Arche Green N.V.
For the maximum period of four years.
Under 'Other positions' other functions are mentioned that may be relevant to
performance of the duties of the Supervisory Board.
eineken N.V. Annual Report 2010