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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