44
Report of the Executive Board Corporate Governance Statement
Jan Michiel (J.M.) Hessels (1942)
Dutch nationality; male.
Appointed in 2001; latest reappointment in 2009*.
Profession: Company Director.
Supervisory directorships Dutch stock listed companies:
Royal Philips Electronics N.V. (Chairman).
Other positions**: NYSE Euronext (Chairman), Central Plan
Committee of the Netherlands Bureau for Economic Policy
Analysis (CPB) (Chairman).
Jan Maarten (J.M.) de Jong (1945)
Dutch nationality; male.
Appointed in 2002; latest reappointment in 2010*.
Profession: Banker.
Supervisory directorships Dutch stock listed companies:
Nutreco Holding N.V.
Other positions**: CRH pic, Ireland, AON Groep Nederland B.V.,
Kredietbank S.A. Luxembourgeoise, Luxembourg,
Krediet Bank N.V., Belgium.
Annemiek (A.M.) Fentener van Vlissingen (1961)
Dutch nationality; female.
Appointed in 2006; latest reappointment in 2010*.
Profession: Company Director.
Supervisory directorships Dutch stock listed companies:
Draka Holding N.V.
Other positions**: SHV Holdings N.V. (Chairman),
De Nederlandsche Bank.
Mary (M.E.) Minnick (1959)
American nationality; female.
Appointed in 2008*.
Profession: Partner in Lion Capital LLP, UK.
No supervisory directorships Dutch stock listed companies.
Christophe (V.C.O.B.J.) Navarre (1958)
Belgian nationality; male.
Appointed in 2009*.
Profession: Chairman CEO Moët Hennessy,
LVMH Wines Spirits Brands.
No supervisory directorships Dutch stock listed companies.
Javier (J.G.) Astaburuaga Sanjinés (1959)
Mexican nationality; male.
Appointed in 2010*.
Profession: CFO Fomento Económico Mexicano S.A.B.
de C.V. (FEMSA).
No supervisory directorships Dutch stock listed companies.
Other positions**: Coca Cola Femsa S.A.B. de C.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.
The Supervisory Board members are appointed by the General
Meeting of Shareholders from a non-binding nomination drawn
up by the Supervisory Board.
The General Meeting of Shareholders can dismiss members
of the Supervisory Board by a majority of the votes cast,
if the subject majority at least represents one-third of the
issued capital.
The composition of the Supervisory Board is such that the
members are able to act critically and independently of one
another and of the Executive Board and any particular interests
Five members of the Supervisory Board (Messrs. de Carvalho, d<
Jong, Das, Fernandez Carbajal and Astaburuaga Sanjinés) do not
meet the applicable criteria for being 'independent' within the
meaning of best practice provision lil.2.2 of the Dutch Corporatt
Governance Code of 10 December 2008. Reference is made to
the Comply or Explain Report and the agenda for the General
Meeting of Shareholders held on 22 April 2010.
A person may be appointed to the Supervisory Board for a
maximum of three four-year terms. However, given the structure
of the Heineken Group, the maximum appointment period will
not be applied to members who are related by blood or marriagt
to the late Mr. A.H. Heineken or to members who are also
members of the Board of Directors of Heineken Holding N.V.
The Supervisory Board has drawn up a rotation schedule in
order to avoid, as far as possible, a situation in which many
Supervisory Board members retire at the same time. The rotatior
schedule is available on www.heinekeninternational.com/
corporate governance/supervisory board.
Profile
The Supervisory Board has prepared a profile of its size and
composition, taking account of the nature of the business,
its activities and the desired expertise and background of the
Supervisory Board members. The profile deals with the aspects
of diversity in the composition of the Supervisory Board that are
relevant to the Company and states what specific objective is
pursued by the Supervisory Board in relation to diversity. Each
Supervisory Board member shall be capable of assessing the
broad outline of the overall policy. At least one member of the
Supervisory Board shall be a financial expert with relevant
knowledge and experience of financial administration and
accounting for listed companies or other large legal entities.
The composition of the Supervisory Board shall be such that
it is able to carry out its duties properly. The profile is available
on www.heinekeninternational.com/corporate governance/
supervisory board.
