Report of the Supervisory Board I To the Shareholders continued
The CFO attended all meetings, as well as the external auditor, the Chief Control Accounting Officer and the Executive
Director Global Audit. The CEO attended three out of four meetings. Other members of the Executive Committee and
other Executive Directors attended as required. The Executive Director Global Audit has direct access to the Audit Committee,
primarily through its chairman. During the year, the Audit Committee met in a private meeting once with the external
auditors and once with the Executive Director Global Audit without management being present.
The Chairman of the Supervisory Board and the Chairman of the Audit Committee attended a separate meeting with the
Executive Board about the development of the Governance, Risk and Compliance (GRC) framework initiated by the increased
risk profile resulting from the strong growth of the Company in the last years.
The members collectively have the experience and financial expertise to supervise the financial statements and the risk profile
of Heineken N.V. The Audit Committee discussed regular topics, such as the annual and interim financial statements, the
effectiveness and the outcome of the risk management process and the adequacy of internal control policies. The Audit
Committee also discussed the effectiveness of the internal audit function, and the matters arising from the internal audit
reports, the scope of the external auditor, approach and fees, as well as reports from the external auditor. As part of the election
process of the external auditor, the Audit Committee discussed the policy on auditor independence and non-audit services,
and took consideration of the nature, scope and appropriateness of non-audit services supplied by the external auditor.
Specific attention was paid to Global Business Services, including the IT programmes, Global Procurement and Financial
Shared Services through presentations by the Chief Global Business Services Officer. Functional updates on litigation and
risk management, were discussed in the presence of the Executive Director Global Legal Affairs. The Executive Director
Global Legal Affairs and the Director Business Conduct informed the Audit Committee about the roles and responsibilities
and planned activities of the new Business Conduct function. Also the main pension funds were reviewed, including the
accounting implications of IAS 19 as well as the treasury report and the tax report, in the presence of the Executive Director
Global Tax Financial Markets.
The Audit Committee also reviewed the achievement of targets for the annual bonus for the Executive Board and
The Audit Committee discussed the outcome of the annual Assurance Letter process and the reports from the Integrity
Committee related to fraud reporting, whistle-blowing reporting and the compliance with Competition Law, and specific
Company Rules like the Code of Business Conduct.
The Annual General Meeting of Shareholders appointed in 2008 the external auditor, KPMG Accountants N.V, for a four-year
period (financial statements 2008-2011). In 2011 a performance evaluation review was conducted. A proposal to (re-)
appoint KPMG Accountants N.V. for a four-year period (financial statements 2012-2015) will be submitted to the Annual
General Meeting of Shareholders.
Selection Appointment Committee
Composition: Messrs. Van Lede (Chairman), Das, Fernandez Carbajal, de Carvalho and Mrs. Fentener van Vlissingen.
The Selection Appointment Committee met twice. In the meetings, proposals for the composition of the Supervisory Board
were developed and the rotation schedule of the Supervisory Board was discussed for approval by the Supervisory Board.
Composition: Messrs. Das (Chairman), Van Lede, de Carvalho and Mrs. Fentener van Vlissingen.
The Remuneration Committee met five times, including meetings by telephone conference. In order to be well informed about
international remuneration developments, the Remuneration Committee members received in one meeting a presentation
on trends in Executive Remuneration, Executive Remuneration Governance and Remuneration Committee Working Practices.
Heineken N.V. Annual Report 2011