45 Role The role of the Supervisory Board is to supervise the management of the Executive Board and the general affairs of the Company and its affiliated enterprises, as well as to assist the Executive Board by providing advice. In discharging its role, the Supervisory Board shall be guided by the interests of the Company and its affiliated enterprises and shall take into account the relevant interest of the Company's stakeholders. The supervision of the Executive Board by the Supervisory Board includes the achievement of the Company's objectives, the corporate strategy and the risks inherent in the business activities, the design and effectiveness of the internal risk and control systems, the financial reporting process, compliance with primary and secondary legislation, the Company- shareholder relationship and corporate social responsibility sues that are relevant to the Company. The Supervisory Board evaluates at least once a year the irporate strategy and the main risks of the business, the esult of the assessment by the Executive Board of the design id effectiveness of the internal risk management and control 'stems, as well as any significant changes thereto. The division of duties within the Supervisory Board and ie procedure of the Supervisory Board is laid down in the agulations for the Supervisory Board, which are available i www.heinekeninternational.com/corporate governance/ ipervisory board. member of the Supervisory Board shall not take part in iy discussion or decision-making that involves a subject or ansaction in relation to which he has a conflict of interest vith the Company. he Executive Board provides the Supervisory Board with all ^formation necessary for the exercise of the duties of the upervisory Board. he Supervisory Board evaluates at least once a year, without he Executive Board being present, its own functioning, the inctioning of its committees and its individual members and he conclusions that must be drawn on the basis thereof. rhe Supervisory Board also evaluates the desired profile, imposition and competence of the Supervisory Board. Moreover, the Supervisory Board evaluates at least once a year, vithout the Executive Board being present, both the functioning f the Executive Board as an organ of the Company and the performance of its individual members and the conclusions hat must be drawn on the basis thereof. Resolutions subject to Supervisory Board approval Certain resolutions of the Executive Board are subject to the approval of the Supervisory Board. Examples are resolutions concerning the operational and financial objectives of the Company, the strategy designed to achieve the objectives, the parameters to be applied in relation to the strategy (for example, in respect of the financial ratios) and corporate social responsibility issues that are relevant to the Company. Also decisions to enter into transactions under which Executive Board or Supervisory Board members would have conflicts of interest that are of material significance to the Company and/or to the relevant Executive Board member/ Supervisory Board member require the approval of the Supervisory Board. Further reference is made to article 8 paragraph 6 of the Articles of Association of the Company, which contains a list of resolutions of the Executive Board that require Supervisory Board approval. Chairman The Supervisory Board appoints from its members a Chairman (currently C.J.A. van Lede). The Chairman of the Supervisory Board may not be a former member of the Executive Board. The Chairman of the Supervisory Board ensures the proper functioning of the Supervisory Board and its committees and acts on behalf of the Supervisory Board as the main contact for the Executive Board and for shareholders regarding the functioning of the Executive Board Members and Supervisory Board members. Vice-Chairman The Supervisory Board appoints from its members a Vice-Chairman (currently J.A. Fernandez Carbajal). The Vice-Chairman of the Supervisory Board acts as deputy for the Chairman. The Vice-Chairman acts as contact for individual Supervisory Board members and Executive Board members concerning the functioning of the Chairman of the Supervisory Board. leineken N.V. Annual Report 2010

Jaarverslagen en Personeelsbladen Heineken

Jaarverslagen | 2010 | | pagina 42