The Supervisory Board evaluates at least once a year, without the Executive Board being present, its own functioning,
the functioning of its committees and its individual members and the conclusions that must be drawn on the basis thereof.
The Supervisory Board also evaluates the desired profile, composition and competence of the Supervisory Board.
Moreover, the Supervisory Board evaluates at least once a year without the Executive Board being present both the
functioning of the Executive Board as an organ of the Company and the performance of its individual members and
the conclusions that must be drawn on the basis thereof.
Resolutions subject to Supervisory Board approval
Certain resolutions of the Executive Board are subject to the approval of the Supervisory Board. Examples are resolutions
concerning the operational and financial objectives of the Company, the strategy designed to achieve the objectives, the
parameters to be applied in relation to the strategy (for example in respect of the financial ratios) and corporate social
responsibility issues that are relevant to the Company. Also decisions to enter into transactions under which Executive Board
or Supervisory Board members would have conflicts of interest that are of material significance to the Company and/or to
the relevant Executive Board member/ Supervisory Board member require the approval of the Supervisory Board. Further
reference is made to Article 8 paragraph 6 of the Articles of Association of the Company, which contains a list of resolutions
of the Executive Board that require Supervisory Board approval.
The Supervisory Board appoints from its members a Chairman (currently C.1A. van Lede).
The Chairman of the Supervisory Board may not be a former member of the Executive Board.
The Chairman of the Supervisory Board ensures the proper functioning of the Supervisory Board and its committees and
acts on behalf of the Supervisory Board as the main contact for the Executive Board and for shareholders regarding the
functioning of the Executive and Supervisory Board members.
The Supervisory Board appoints from its members a Vice-Chairman (currently J .A. Fernandez Carbajal).
The Vice-Chairman of the Supervisory Board acts as deputy for the Chairman.
The Vice-Chairman acts as contact for individual Supervisory Board members and Executive Board members concerning
the functioning of the Chairman of the Supervisory Board.
The General Meeting of Shareholders may appoint one of the Supervisory Board members as Delegated Member
(currently M. Das).
The delegation of powers to the Delegated Member does not exceed the duties of the Supervisory Board and does not
comprise the management of the Company. It intends to effect a more intensive supervision and advice and more regular
consultation with the Executive Board.
The Delegated Member has a veto right concerning resolutions of the Supervisory Board to approve the resolutions of the
Executive Board referred to in Article 8 paragraph 6 under a, band c of the Articles of Association of the Company.
The Supervisory Board has five committees, the Preparatory Committee, the Audit Committee, the Remuneration Committee,
the Selection Appointment Committee and the Americas Committee.
The function of these committees is to prepare the decision-making of the Supervisory Board. The Supervisory Board
has drawn up regulations for each committee, which indicate the role and responsibility of the committee concerned,
its composition and the manner in which it discharges its duties. These regulations are available on
Heineken N.V. Annual Report 2011