51 Meetings and activities of the Supervisory Board The Supervisory Board held seven meetings in the presence of the Executive Board, including meetings by telephone conference. The agenda included subjects such as the Company's strategy, the financial position of the Group, the results of the Operating Companies, acquisitions, large investment proposals, the yearly budget, management changes, the yearly management review and the internal risk management and control systems. The Supervisory Board also discussed and approved the proposals for the remuneration policy for the Executive Board and the remuneration for the Supervisory Board both as at 1 January 2011. The external auditor attended the meeting in which the annual results were discussed. Several representatives of Senior Management presented a subject, such as the Chief Human Resources Officer on the organisational structure, the Regional Presidents for Western and Central and Eastern Europe and the Executive Director Global Strategy presented their projects for growth and the Chief Corporate Relations Officer presented the sustainability agenda ('Brewing a Better Future'). ne meeting was held without the Executive Board present, this meeting, the Supervisory Board evaluated the functioning of the Supervisory Board, its committees and its members as ell as the functioning of the Executive Board. The Chairman of the Supervisory Board had and will have individual interviews, ased on a self-assessment survey, with the Supervisory Board and Executive Board members. Yearly, the Supervisory Board has a two-day meeting with he Executive Board to discuss the long-term strategy and nanagement development. This meeting was held in Italy, vhere the management team of Heineken Italy presented the Jevelopments in Italy. Also the Regional President Americas as invited to update the Supervisory Board on the developments n the Americas, with specific attention for the integration of the Mexican and Brazilian businesses following the acquisition of the eer operations of FEMSA. ie Chairman of the Supervisory Board met frequently with ie CEO, amongst others, to prepare the Supervisory Board meetings and to monitor progress. Tone of the members of the Supervisory Board were frequently absent. An absence of twice or more is considered frequent. immittees he Supervisory Board has five committees, the Preparatory ommittee, the Audit Committee, the Selection Appointment ommittee, the Remuneration Committee, and the Americas ommittee. The terms of reference for the committees are osted on the Company's website. Preparatory Committee Composition: Messrs. Van Lede (Chairman), Das, Fernandez Carbajal and de Carvalho. The Preparatory Committee met seven times. The committee prepares decision-making by the Supervisory Board. Audit Committee Composition: Messrs. De Jong (Chairman), Hessels, Navarre and Astaburuaga Sanjinés. The Audit Committee met four times. The members collectively have the experience and financial expertise to supervise the financial statements and the risk profile of Heineken N.V. The Audit Committee discussed regular topics, such as the annual and interim financial statements, the effectiveness of risk management, the adequacy of internal control policies and internal audit programmes, the external audit scope, approach and fees, as well as reports from both the internal and external auditors. Specific attention was paid to the international IT programmes and business processes through a presentation by the Director Business Processes and Technology. Also the structures of several pension funds were reviewed as well as the accounting implications of IAS 19. The Audit Committee also reviewed the achievement of targets for the annual bonus for the Executive Board and Senior Management. The CEO and the CFO attended all meetings, as well as the external auditor and the Chief Control Accounting Officer and the Executive Director Global Audit. The Annual General Meeting of Shareholders appointed in 2008 the external auditor, KPMG Accountants N.V. for a four-year period (financial statements 2008 - 2011). Selection Appointment Committee Composition: Messrs. Van Lede (Chairman), Das, Fernandez Carbajal, de Carvalho and Mrs. Fentener van Vlissingen. The Selection Appointment Committee met twice. In the meetings, proposals for the composition of the Supervisory Board were developed and the rotation schedule of the Supervisory Board was discussed for approval by the Supervisory Board. Remuneration Committee Composition: Messrs. Das (Chairman), Van Lede, de Carvalho and Mrs. Fentener van Vlissingen. The Remuneration Committee met six times. The Remuneration Committee developed proposals to adjust the remuneration policy for the Executive Board and the remuneration of the Supervisory Board, both as at 1 January 2011. The proposals were approved by the Supervisory Board and will be submitted to the Annual General Meeting of Shareholders on 21 April 2011. eineken N.V. Annual Report 2010

Jaarverslagen en Personeelsbladen Heineken

Jaarverslagen | 2010 | | pagina 48