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Report of the Executive Board Corporate Governance Statement
Delegated Member
The General Meeting of Shareholders may appoint one of
the Supervisory Board members as Delegated Member
(currently M. Das).
The delegation of powers to the Delegated Member does
not exceed the duties of the Supervisory Board and does not
comprise the management of the Company. It intends to effect
a more intensive supervision and advice and more regular
consultation with the Executive Board.
The Delegated Member has a veto-right concerning resolutions
of the Supervisory Board to approve the resolutions of the
Executive Board referred to in article 8 paragraph 6 under
a, b and c of the Articles of Association of the Company.
Committees
The Supervisory Board has five committees, the Preparatory
Committee, the Audit Committee, the Remuneration
Committee, the Selection and Appointment Committee,
and the Americas Committee.
The function of these committees is to prepare the decision
making of the Supervisory Board. The Supervisory Board
has drawn up regulations for each committee, which indicate
the role and responsibility of the committee concerned, its
composition and the manner in which it discharges its duties.
These regulations are available on www.heinekeninternational.
com/corporate governance/supervisory board.
The Report of the Supervisory Board states the composition
of the committees, the number of committee meetings and
the main items discussed.
Preparatory Committee
The Preparatory Committee prepares decision-making of the
Supervisory Board on matters not already handled by any
of the other Committees, such as in relation to acquisitions
and investments.
Audit Committee
The Audit Committee may not be chaired by the Chairman
of the Supervisory Board or by a former member of the
Executive Board.
The Audit Committee focuses on supervising the activities
of the Executive Board with respect to (i) the operation of the
internal risk management and control systems, including the
enforcement of the relevant primary and secondary legislation
and supervising the operation of codes of conduct, (ii) the
provision of financial information by the Company, (iii)
compliance with recommendations and observations of interna
and external auditors, (iv) the role and functioning of the interne I
audit function, (v) the policy of the Company on tax planning,
(vi) relations with the external auditor, including, in particular,
his independence, remuneration and any non-audit services for
the Company, (vii) the financing of the Company and (viii) the
applications of information and communication technology.
The Audit Committee acts as the principal contact for the
external auditor if he discovers irregularities in the content
of the financial reporting.
The Audit Committee meets with the external auditor as often
as it considers necessary, but at least once a year, without the
Executive Board members being present.
Remuneration Committee
The Remuneration Committee may not be chaired by the
Chairman of the Supervisory Board or by a former member of
the Executive Board or by a Supervisory Board member who is
a member of the management board of another listed company
However, given the structure of the Heineken Group and the
character of the Board of Directors of Heineken Holding N.V.,
the Remuneration Committee may be chaired by a Supervisory
Board member who is a member of the Board of Directors of
Heineken Holding N.V. (as currently is the case with Mr. M. Das).
No more than one member of the Remuneration Committee
may be a member of the management board of another Dutch
listed company.
The Remuneration Committee, inter alia, makes the proposal
to the Supervisory Board for the remuneration policy to be
pursued, and makes a proposal for the remuneration of the
individual members of the Executive Board for adoption by
the Supervisory Board.
At least one member of the Audit Committee shall be a financial
expert with relevant knowledge and experience of financial
administration and accounting for listed companies or other
large legal entities.