Report of the Executive Board I Corporate Governance Statement continued
The Report of the Supervisory Board states the composition of the committees, the number of committee meetings
and the main items discussed.
The Preparatory Committee prepares decision-making of the Supervisory Board on matters not already handled by any
of the other committees, such as in relation to acquisitions and investments.
The Audit Committee may not be chaired by the Chairman of the Supervisory Board or by a former member of the
At least one member of the Audit Committee shall be a financial expert with relevant knowledge and experience
of financial administration and accounting for listed companies or other large legal entities.
The Audit Committee focuses on supervising the activities of the Executive Board with respect to (i) the operation of the
internal risk management and control systems, including the enforcement of the relevant primary and secondary legislation
and supervising the operation of codes of conduct, (ii) the provision of financial information by the Company, (iii) compliance
with recommendations and observations of internal and external auditors, (iv) the role and functioning of the internal audit
function, (v) the policy of the Company on tax planning, (vi) relations with the external auditor, including, in particular, his
independence, remuneration and any non-audit services for the Company, (vii) the financing of the Company and (viii) the
applications of information and communication technology.
The Audit Committee acts as the principal contact for the external auditor if he discovers irregularities in the content of the
The Audit Committee meets with the external auditor as often as it considers necessary, but at least once a year, without
the Executive Board members being present.
The Remuneration Committee may not be chaired by the Chairman of the Supervisory Board or by a former member of the
Executive Board or by a Supervisory Board member who is a member of the management board of another listed company.
Elowever, given the structure of the HEINEKEN Group and the character of the Board of Directors of Heineken Holding N.V.,
the Remuneration Committee may be chaired by a Supervisory Board member who is a member of the Board of Directors
of Heineken Holding N.V. (as currently is the case with Mr. M. Das).
No more than one member of the Remuneration Committee may be a member of the management board of another
Dutch listed company.
The Remuneration Committee, inter alia, makes the proposal to the Supervisory Board for the remuneration policy to
be pursued, and makes a proposal for the remuneration of the individual members of the Executive Board for adoption
by the Supervisory Board.
Selection Appointment Committee
The Selection and Appointment Committee, inter alia, (i) draws up selection criteria and appointment procedures for
Supervisory Board members and Executive Board members, (ii) periodically assesses the size and composition of the
Supervisory Board and the Executive Board, and makes a proposal for a composition profile of the Supervisory Board,
(iii) periodically assesses the functioning of individual Supervisory Board members and Executive Board members and
reports on this to the Supervisory Board, (iv) makes proposals for appointments and reappointments and (v) supervises
the policy of the Executive Board on the selection criteria and appointment procedures for senior management.
The Americas Committee advises the Supervisory Board on the overall strategic direction of the Americas Region
and reviews and evaluates the performance, the organization and the management in the Americas Region.
Heineken N.V. Annual Report 2011