Report of the Executive Board I Corporate Governance Statement continued The Annual General Meeting of Shareholders of 21 April 2011 resolved to re-appoint D.R. Hooft Graafland for a period of four years. It is contemplated that a non-binding nomination for the reappointment of J.F.M.L van Boxmeer for a period of four years will be submitted to the Annual General Meeting of Shareholders of 2013. The Supervisory Board appoints one of the Executive Board members as Chairman/CEO. The General Meeting of Shareholders can dismiss members of the Executive Board by a majority of the votes cast, if the subject majority at least represents one-third of the issued capital. The role of the Executive Board is to manage the Company, which means, amongst other things, that it is responsible for setting and achieving the operational and financial objectives of the Company, the design of the strategy to achieve the objectives, the parameters to be applied in relation to the strategy (for example in respect of the financial ratios), the associated risk profile, the development of results and corporate social responsibility issues that are relevant to the enterprise. The Executive Board is accountable for this to the Supervisory Board and to the General Meeting. In discharging its role, the Executive Board shall be guided by the interests of the Company and its affiliated enterprises, taking into consideration the interests of the Company's stakeholders. The Executive Board is responsible for complying with all primary and secondary legislation, for managing the risks associated with the Company's activities and for financing the Company. A member of the Executive Board shall not take part in any discussion or decision-making that involves a subject or transaction in relation to which he has a conflict of interest with the Company. Supervisory Board Composition of the Supervisory Board The Supervisory Board consists of ten members: Cees van Lede (Chairman), José Antonio Fernandez Carbajal (Vice-Chairman), Maarten Das (Delegated Member), Michel de Carvalho, Jan Michiel Hessels, Jan Maarten de Jong, Annemiek Fentener van Vlissingen, Mary Minnick, Christophe Navarre and Javier Astaburuaga Sanjinés. Information on these Supervisory Board members is provided hereunder. Cees (C.J.A.) van Lede (1942) Dutch nationality; male. Appointed in 2002; latest reappointment in 2010*. Chairman (2004). Profession: Company Director. Supervisory directorships Dutch stock listed companies: Royal Philips Electronics N.V. Other positions**: Sara Lee Corporation, Air Liquide S.A., Air France/KLM, Senior Advisor Europe JP Morgan Pic, London. José Antonio (J.A.) Fernandez Carbajal (1954) Mexican nationality; male. Appointed in 2010*. Vice-Chairman (2010). Profession: Chairman CEO Fomento Económico Mexicano S.A.B. de C.V. (FEMSA). No Supervisory directorships Dutch stock listed companies. Other positions**: Heineken Holding N.V, Coca-Cola Femsa S.A.B. de C.V. (Chairman), Tecnológico de Monterrey (Vice-Chairman), Grupo Industrial Bimbo, Televisa, Xignux, Cemex, Aerolfneas Volaris, Industrias Penoles, participates on Boards of Grupo Financiero BBVA Bancomer. Maarten (M.) Das (1948) Dutch nationality; male. Appointed in 1994; latest reappointment in 2009*. Delegated Member (1995). Profession: Advocaat (Attorney at law). No supervisory directorships Dutch stock listed companies. Other positions**: Heineken Holding N.V. (ChairmanLArche Green N.V. (Chairman), Stichting Administratiekantoor Priores, LAC B.V, Greenfee B.V. (Chairman). 48 Heineken N.V. Annual Report 2011

Jaarverslagen en Personeelsbladen Heineken

Jaarverslagen | 2011 | | pagina 50