Overview
Report of the
Executive Board
Report of the
Supervisory Board Financial statements Other information
A person may be appointed to the Supervisory Board for a maximum of
three 4-year terms. However, given the structure of the Heineken Group,
the maximum appointment period will not be applied to members who
are related by blood or marriage to the late Mr. A.H. Heineken or to
members who are also members of the Board of Directors of Heineken
Holding N.V.
The Supervisory Board has drawn up a rotation schedule in order to
avoid, as far as possible, a situation in which many Supervisory Board
members retire at the same time. The rotation schedule is available
on www.theHEINEKENcompany.com.
Profile
The Supervisory Board has prepared a profile of its size and composition,
taking account of the nature of the business, its activities and the desired
expertise and background of the Supervisory Board members. The profile
deals with the aspects of diversity in the composition of the Supervisory
Board that are relevant to the Company and states what specific objective
is pursued by the Supervisory Board in relation to diversity. Each Supervisory
Board member shall be capable of assessing the broad outline of the
overall policy. At least one member of the Supervisory Board shall be
a financial expert with relevant knowledge and experience of financial
administration and accounting for listed companies or other large legal
entities. The composition of the Supervisory Board shall be such that
it is able to carry out its duties properly. The profile is available on
www.theHEINEKENcompany.com.
Role
The role of the Supervisory Board is to supervise the management of the
Executive Board and the general affairs of the Company and its affiliated
enterprises, as well as to assist the Executive Board by providing advice.
In discharging its role, the Supervisory Board shall be guided by the interests
of the Company and its affiliated enterprises and shall take into account
the relevant interest of the Company's stakeholders.
The supervision of the Executive Board by the Supervisory Board includes
the achievement of the Company's objectives, the corporate strategy and
the risks inherent in the business activities, the design and effectiveness
of the internal risk and control systems, the financial reporting process,
compliance with primary and secondary legislation, the Company-
shareholder relationship and corporate social responsibility issues that
are relevant to the Company.
The Supervisory Board evaluates at least once a year the corporate strategy
and the main risks of the business, the result of the assessment by
the Executive Board of the design and effectiveness of the internal
risk management and control systems, as well as any significant
changes thereto.
The division of duties within the Supervisory Board and the procedure of
the Supervisory Board is laid down in the Regulations for the Supervisory
Board, which are available on www.theHEINEKENcompany.com.
A member of the Supervisory Board shall not take part in any discussion or
decision-making that involves a subject or transaction in relation to which
he has a conflict of interest with the Company.
The Executive Board provides the Supervisory Board with all information
necessary for the exercise of the duties of the Supervisory Board.
The Supervisory Board evaluates at least once a year, without the
Executive Board being present, its own functioning, the functioning of
its committees and its individual members and the conclusions that must
be drawn on the basis thereof. The Supervisory Board also evaluates the
desired profile, composition and competence of the Supervisory Board.
Moreover, the Supervisory Board evaluates at least once a year without
the Executive Board being present both the functioning of the Executive
Board as an organ of the Company and the performance of its individual
members and the conclusions that must be drawn on the basis thereof.
Resolutions subject to Supervisory Board approval
Certain resolutions of the Executive Board are subject to the approval of
the Supervisory Board. Examples are resolutions concerning the operational
and financial objectives of the Company, the strategy designed to achieve
the objectives, the parameters to be applied in relation to the strategy (for
example in respect of the financial ratios) and corporate social responsibility
issues that are relevant to the Company. Also decisions to enter into
transactions under which Executive Board or Supervisory Board members
would have conflicts of interest that are of material significance to the
Company and/or to the relevant Executive Board member/ Supervisory
Board member require the approval of the Supervisory Board. Further
reference is made to Article 8 paragraph 6 of the Articles of Association
of the Company, which contains a list of resolutions of the Executive
Board that require Supervisory Board approval.
Chairman
The Supervisory Board appoints from its members a Chairman (currently
C.1A. van Lede).
The Chairman of the Supervisory Board may not be a former member
of the Executive Board.
The Chairman of the Supervisory Board ensures the proper functioning
of the Supervisory Board and its committees and acts on behalf of the
Supervisory Board as the main contact for the Executive Board and for
shareholders regarding the functioning of the Executive and Supervisory
Board members.
Heineken N.V. Annual Report 2012
51
