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