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.

Jaarverslagen en Personeelsbladen Heineken

Jaarverslagen | 2010 | | pagina 47