Corporate Governance Statement continued
All resolutions of the General Meeting of Shareholders shall be adopted by
an absolute majority of the votes cast, except for those cases in which the
law or the Articles of Association prescribe a larger majority.
Each share confers the right to one vote. Blank votes shall be considered
as not having been cast.
The Executive Board may determine in the convocation notice that any
vote cast prior to the General Meeting of Shareholders by means of
electronic communication shall be deemed to be a vote cast in the General
Meeting of Shareholders. Such a vote may not be cast prior to the record
date. A shareholder who has cast his vote prior to the General Meeting
of Shareholders by means of electronic communication remains entitled,
whether or not represented by a holder of a written power of attorney,
to participate in the General Meeting of Shareholders.
The proceedings in the General Meeting of Shareholders shall be recorded
in minutes taken by a secretary to be designated by the chairman of the
meeting, which minutes shall be signed by the chairman of the meeting
and the secretary. If, in deviation of the above, a notarial record of the
proceedings of the General Meeting of Shareholders is drawn up, the
chairman of the meeting shall countersign the notarial record. Upon reguest
the record of the proceedings of the General Meeting of Shareholders shall
be submitted to shareholders ultimately within three months after the
conclusion of the meeting.
Resolutions to be adopted by the General Meeting
The General Meeting of Shareholders has authority to adopt resolutions
concerning, inter alia, the following matters:
(i) Issue of shares by the Company or rights on shares (and authorise
the Executive Board to resolve that the Company issues shares or
rights on shares)
(ii) Authorise the Executive Board to resolve that the Company
acguires its own shares
(iii) Cancellation of shares and reduction of share capital
(iv) Appointment of Executive Board members
(v) The remuneration policy for Executive Board members
(vi) Suspension and dismissal of Executive Board members
(vii) Appointment of Supervisory Board members
(viii) The remuneration of Supervisory Board members
(ix) Suspension and dismissal of Supervisory Board members
(x) Appointment of the Delegated Member of the Supervisory Board
(xi) Adoption of the financial statements
(xii) Granting discharge to Executive and Supervisory Board members
(xiii) The profit reservation and distribution policy
(xiv) Dividend distributions
(xv) A substantial change in the corporate governance structure
(xvi) Appointment of the external auditor
(xvii) Amendment of the Articles of Association and
Resolutions on a major change in the identity or character of the Company
or enterprise shall be subject to the approval of the General Meeting of
Shareholders. This would at least include (a) the transfer of the enterprise
or the transfer of practically the entire enterprise of the Company to a third
party, (b) the entering into or the termination of a lasting co-operation
of the Company or a subsidiary with another legal entity or company
or as fully liable partner in a limited partnership or general partnership,
if such co-operation or termination is of fundamental importance to the
Company and (c) acguiring or disposing of a participation in the capital
of a company by the Company or a subsidiary amounting to at least
one-third of the amount of assets according to the Company's consolidated
balance sheet plus explanatory notes as laid down in the last adopted
financial statements of the Company.
Provision of information
The Executive Board and the Supervisory Board shall provide the General
Meeting of Shareholders with all reguested information, unless this would
be contrary to an overriding interest of the Company. If the Executive
Board and the Supervisory Board invoke an overriding interest, they shall
Composition and role of the Executive Board
Executive Board members are appointed by the General Meeting
of Shareholders from a non-binding nomination drawn up by the
The Executive Board currently consists of two members, Chairman/CEO
lean-Frangois (I.F.M.L.) van Boxmeer and CFO René (D.R.) Hooft
Information on these Executive Board members is provided hereunder.
lean-Frangois (I.F.M.L.) van Boxmeer (1961)
Belgian nationality; male.
Appointed in 2001.
No supervisory board seats (or non-executive board memberships)
in Large Dutch Entities**.
Other positions***: Mondelez International, US, The Dutch Opera.
Heineken N.V. Annual Report 2012