To the Shareholders Report of the Supervisory Board During the year under review, the Supervisory Board performed its duties in accordance with primary and secondary law and the Articles of Association of Heineken N.V. and supervised and advised the Executive Board on an ongoing basis. Financial statements and profit appropriation The Supervisory Board hereby submits to the shareholders the financial statements and the report of the Executive Board for the financial year 2011as prepared by the Executive Board and approved by the Supervisory Board in its meeting of 14 February 2012. The financial statements of this Annual Report can be found under the financial statements section of this Annual Report. KPMG Accountants N.V. audited the financial statements. Their report can be found on page 152 in the Other information section. The Supervisory Board recommends that shareholders, in accordance with the Articles of Association, adopt these financial statements and, as proposed by the Executive Board, appropriate EUR477 million for payment of dividend. The underlying principle of the dividend policy is that 30-35 per cent of net profit before exceptional items and amortisation of brands (net profit beia) is placed at the disposal of shareholders for distribution as dividend. The proposed dividend amounts to EUR0.83 per share of EUR1.60 nominal value, of which EUR0.30 was paid as an interim dividend on 6 September 2011 Supervisory Board composition, independence and remuneration Composition The Annual General Meeting of Shareholders on 21 April 2011 reappointed Mr. M.R. de Carvalho as member of the Supervisory Board for a period of four years. In 2011 the Supervisory Board consisted of ten members. All members of the Supervisory Board comply with best practice provision 111.3.4 of the Dutch Corporate Governance Code (maximum number of Supervisory Board seats). The Supervisory Board has a diverse composition in terms of experience, gender, nationality and age. Two out of ten members are women and five out of ten members are non-Dutch. There are five nationalities (Dutch, American, Mexican, British and Belgian) and the age ranges between 50 and 69. The Supervisory Board is of the opinion that the present composition reflects a broad selection of society and industry and markets EIEINEKEN operates in. In 2012, Mrs. M. Minnickwill resign by rotation from the Supervisory Board at the Annual General Meeting of Shareholders on 19 April 2012. Mrs. Minnick is eligible for reappointment for a period of four years. Anon-binding nomination for her appointment will be submitted to the Annual General Meeting of Shareholders. The notes to the agenda contain further information. Mr. Hessels has decided to step down from the Supervisory Board as at 19 April 2012. Mr. Hessels has been a member of the Supervisory Board since 2001The Supervisory Board is grateful for his commitment over many years and appreciates his contributions to the Supervisory Board and Audit Committee meetings. A non-binding nomination will be submitted to the Annual General Meeting of Shareholders to appoint Mr. G.I. Wijers (1951) as member of the Supervisory Board as at 19 April 2012 for a period of four years. It is the intention that Mr. Wijers will become a member of the Audit Committee and will succeed Mr. C.1A. van Lede as Chairman of the Supervisory Board in April 2013. Mr. Van Lede will step down as member and Chairman in 2013. Independence The Supervisory Board endorses the principle that the composition of the Supervisory Board shall be such that its members are able to act critically and independently of one another and of the Executive Board and any particular interests. In a strictly formal sense, Messrs. De long, Das, de Carvalho, Fernandez Carbajal and Astaburuaga Sanjinés do not meet the applicable criteria for 'independence' as set out in the Dutch Corporate Governance Code dated 10 December 2008. However, the Supervisory Board has ascertained that Messrs. De long, Das, de Carvalho, Fernandez Carbajal and Astaburuaga Sanjinés in fact act critically and independently. Remuneration The General Meeting of Shareholders determines the remuneration of the members of the Supervisory Board. In 2011 the Annual General Meeting of Shareholders resolved to adjust the remuneration of the Supervisory Board effective 1 lanuary 2011The detailed amounts are stated in Note 35 of the financial statements. 56 Heineken N.V. Annual Report 2011

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