Meetings and activities of the Supervisory Board The Supervisory Board held seven meetings with the Executive Board. The agenda included subjects such as the Company's strategy, the financial position of the Group, the results of the Regions and Operating Companies, acquisitions, large investment proposals, the yearly budget, management changes and the internal risk management and control systems. The external auditor attended the meeting in which the annual results were discussed. The Supervisory Board reviewed its regulations, profile, etc. anticipating the new Dutch Act on Management and Supervision (Wet Bestuur en Toezicht) which is expected to come into effect as at 1 July 2012 and adjusted some of the regulations accordingly. A review will again take place as soon as the new Act has come into effect. Yearly, the Supervisory Board has a two-day meeting with the Executive Board to discuss the Company's long-term strategy and the strategic options. The meeting was held in Mexico, where the Managing Director of Cuauhtémoc Moctezuma, Mexico presented the developments in Mexico, with specific attention on the integration and market developments. This was combined with market visits and a visit to the brewery in Monterrey. Also an update was given by the Regional President Americas on the developments in the Americas, with special attention on the Brazilian market and the strategy of EIEINEKEN Brazil. During the year several representatives of Senior Management were invited to give presentations to the Supervisory Board. In 2011 the following subjects were presented in more detail: Development and plans for the Heineken brand Developments in the USA Update on wholesale in Western and Central Europe Human Resources and succession planning. One meeting was held without the Executive Board being present. In this meeting, the Supervisory Board evaluated the performance, working methods, procedures and functioning of the Supervisory Board, its committees and its members as well as the functioning of the Executive Board. The meeting was based on the individual interviews conducted by the Chairman of the Supervisory Board with the Supervisory and Executive Board members. The conclusions and actions were discussed in a joint meeting with the Executive Board, in which the Executive Board was informed about the main conclusions and actions. The Chairman of the Supervisory Board met frequently with the CEO, amongst others, to prepare the Supervisory Board meetings and to monitor progress. None of the members of the Supervisory Board were frequently absent. An absence of twice or more is considered frequent. Committees The Supervisory Board has five committees, the Preparatory Committee, the Audit Committee, the Selection Appointment Committee, the Remuneration Committee and the Americas Committee. The terms of reference for the committees are posted on the Company's website. Preparatory Committee Composition: Messrs. Van Lede (Chairman), Das, Fernandez Carbajal and de Carvalho. The Preparatory Committee met seven times. The committee prepares decision-making by the Supervisory Board. Audit Committee Composition: Messrs. De long (Chairman), Hessels, Navarre and Astaburuaga Sanjinés. The Audit Committee met four times. Heineken N.V. Annual Report 2011 57

Jaarverslagen en Personeelsbladen Heineken

Jaarverslagen | 2011 | | pagina 59