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
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
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
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.
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.
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.
Heineken N.V. Annual Report 2011