Corporate Governance Statement continued
Vice-Chairman
The Supervisory Board appoints from its members a Vice-Chairman
(currently J.A. Fernandez Carbajal).
The Vice-Chairman of the Supervisory Board acts as deputy for
the Chairman.
The Vice-Chairman acts as contact for individual Supervisory Board
members and Executive Board members concerning the functioning
of the Chairman of the Supervisory Board.
Delegated Member
The General Meeting of Shareholders may appoint one of the Supervisory
Board members as Delegated Member (currently M. Das).
The delegation of powers to the Delegated Member does not exceed the
duties of the Supervisory Board and does not comprise the management
of the Company. It intends to effect a more intensive supervision and
advice and more regular consultation with the Executive Board.
The Delegated Member has a veto right concerning resolutions of the
Supervisory Board to approve the resolutions of the Executive Board
referred to in Article 8 paragraph 6 under a. b and c of the Articles of
Association of the Company.
Committees
The Supervisory Board has five committees, the Preparatory Committee,
the Audit Committee, the Remuneration Committee, the Selection
Appointment Committee and the Americas Committee.
The function of these committees is to prepare the decision-making of the
Supervisory Board. The Supervisory Board has drawn up regulations for
each committee, which indicate the role and responsibility of the committee
concerned, its composition and the manner in which it discharges its duties.
These regulations are available on www.theFIEINEKENcompany.com.
The Report of the Supervisory Board states the composition of the
committees, the number of committee meetings and the main
items discussed.
Preparatory Committee
The Preparatory Committee prepares decision-making of the Supervisory
Board on matters not already handled by any of the other committees,
such as in relation to acquisitions and investments.
Audit Committee
The Audit Committee may not be chaired by the Chairman of the
Supervisory Board or by a former member of the Executive Board.
At least one member of the Audit Committee shall be a financial expert
with relevant knowledge and experience of financial administration and
accounting for listed companies or other large legal entities.
The Audit Committee focuses on supervising the activities of the Executive
Board with respect to (i) the operation of the internal risk management
and control systems, including the enforcement of the relevant primary
and secondary legislation and supervising the operation of codes of
conduct, (ii) the provision of financial information by the Company, (iii)
compliance with recommendations and observations of internal and
external auditors, (iv) the role and functioning of the internal audit
function, (v) the policy of the Company on tax planning, (vi) relations
with the external auditor, including, in particular, his independence,
remuneration and any non-audit services for the Company, (vii) the
financing of the Company and (viii) the applications of information
and communication technology.
The Audit Committee acts as the principal contact for the external auditor
if he discovers irregularities in the content of the financial reporting.
The Audit Committee meets with the external auditor as often as it
considers necessary, but at least once a year, without the Executive
Board members being present.
Remuneration Committee
The Remuneration Committee may not be chaired by the Chairman of the
Supervisory Board or by a former member of the Executive Board or by a
Supervisory Board member who is a member of the management board
of another listed company. However, given the structure of the Heineken
Group and the character of the Board of Directors of Heineken Holding
N.V., the Remuneration Committee may be chaired by a Supervisory Board
member who is a member of the Board of Directors of Heineken Holding
N.V. (as currently is the case with Mr. M. Das).
No more than one member of the Remuneration Committee may be
a member of the management board of another Dutch listed company.
The Remuneration Committee, inter alia, makes the proposal to the
Supervisory Board for the remuneration policy to be pursued, and makes
a proposal for the remuneration of the individual members of the Executive
Board for adoption by the Supervisory Board.
52
Heineken N.V. Annual Report 2012
