To the Shareholders
During the year under review, the Supervisory Board
performed its duties in accordance with primary
and secondary law and the Articles of Association
of Heineken N.V. and supervised and advised the
Executive Board on an ongoing basis.
50
Report of the Supervisory Board
Financial statements and profit appropriation
The Executive Board has submitted its financial statements 2010
to the Supervisory Board. The financial statements of this Annual
Report can be found on pages 59 to 140 of the Annual Report.
KPMG Accountants N.V. audited the financial statements. Their
report appears on page 143 of this Annual Report.
The Supervisory Board recommends that shareholders,
in accordance with the Articles of Association, adopt these
financial statements and, as proposed by the Executive Board,
appropriate EUR438 million for payment of dividend. The
underlying principle of the dividend policy is that 30 - 35 per
cent of net profit before exceptional items and amortisation of
brands (net profit beia) is placed at the disposal of shareholders
for distribution as dividend. The proposed dividend amounts to
EUR0.76 per share of EUR1.60 nominal value, of which EUR0.26
was paid as an interim dividend on 3 September 2010.
Supervisory Board composition,
independence and remuneration
Composition
The Annual General Meeting of Shareholders on 22 April 2010
appointed Mr. J.A. Fernandez Carbajal as member of the
Supervisory Board for a period of four years. Mr. Fernandez
Carbajal also became Vice-Chairman. The Annual General
Meeting of Shareholders also appointed Mr. J.G. Astaburuaga
Sanjinés as member of the Supervisory Board for a period of
four years. Messrs. De Jong, Van Lede and Mrs. Fentener van
Vlissingen were reappointed as members of the Supervisory
Board for a period of four years.
Mr. M.R. de Carvalho will resign by rotation from the Supervisory
Board at the Annual General Meeting of Shareholders on
21 April 2011. Mr. de Carvalho is eligible for reappointment
for a period of four years. A non-binding nomination for
his appointment will be submitted to the Annual General
Meeting of Shareholders. The notes to the agenda contain
further information.
In 2010 the Supervisory Board consisted often members.
All members of the Supervisory Board comply with best
practice provision III.3.4 of the Dutch Corporate Governance
Code (maximum number of Supervisory Board seats). The
Supervisory Board has a diverse composition in terms of
experience, gender and age. Two out often members are
women and five out often members are non-Dutch. The
ages range between 49 and 68 years.
Independence
The Supervisory Board endorses the principle that the
composition of the Supervisory Board shall be such that
its members are able to act critically and independently of
one another and of the Executive Board and any particular
interests. In a strictly formal sense Messrs. De Jong, Das, de
Carvalho, Fernandez Carbajal and Astaburuaga Sanjinés do
not meet the applicable criteria for 'independence' as set
out in the Dutch Corporate Governance Code dated 10
December 2008.
In this respect, reference is made to the best practice provision
111.2.2 of the Dutch Corporate Governance Code as contained
in the 'Comply or Explain' report of 22 February 2010. However,
the Supervisory Board has ascertained that Messrs. De Jong,
Das, de Carvalho, Fernandez Carbajal and Astaburuaga Sanjinés
in fact act critically and independently.
Remuneration
The General Meeting of Shareholders determines the
remuneration of the members of the Supervisory Board. The
2005 Annual General Meeting of Shareholders resolved to adjust
the remuneration of the Supervisory Board effective 1 January
2006. The detailed amounts are stated on page 129 of the
financial statements. A proposal to amend the Supervisory
Board remuneration as at 1 January 2011 will be submitted to
the Annual General Meeting of Shareholders on 21 April 2011.
The notes to the agenda contain further information.