To the Shareholders Report of the Supervisory Board During the year under review, the Supervisory Board performed its duties in accordance with primary and secondary legislation and the Articles of Association of Heineken N.V. and supervised and advised the Executive Board on an ongoing basis. Financial statements and profit appropriation The Supervisory Board hereby submits to the shareholders the financial statements and the report of the Executive Board for the financial year 2012, as prepared by the Executive Board and approved by the Supervisory Board in its meeting of 12 February 2013. The financial statements of this Annual Report can be found under the financial statements section of this Annual Report. KPMG Accountants N.V. audited the financial statements. Their report can be found on page 153 in the Other information section. The Supervisory Board recommends that shareholders, in accordance with the Articles of Association, adopt these financial statements and, as proposed by the Executive Board, appropriate EUR512 million for payment of dividend. The underlying principle of the dividend policy is that 30-35 per cent of net profit before exceptional items and amortisation of brands (net profit beia) is placed at the disposal of shareholders for distribution as dividend. The proposed dividend amounts to EUR0.89 per share of EUR1.60 nominal value, of which EUR0.33 was paid as an interim dividend on U September 2012. Supervisory Board composition, independence and remuneration Composition The Annual General Meeting of Shareholders on 19 April 2012 appointed Mr. G J. Wijers as member of the Supervisory Board for a period of four years. Mr. Wijers became member of the Audit Committee. As announced in 2012, Mr. Wijers will succeed Mr. C.1A. van Lede as Chairman of the Supervisory Board after the General Meeting of Shareholders on 25 April 2013. Mrs. M.E. Minnick was reappointed as member of the Supervisory Board for a period of four years. Mr. J.M. Elessels stepped down from the Supervisory Board as at 19 April 2012. The Supervisory Board has a diverse composition in terms of experience, gender, nationality and age. Two out of ten members are women and five out of ten members are non-Dutch. There are five nationalities (American, Belgian, British, Dutch and Mexican) and the age ranges between 51 and 70. The Supervisory Board is of the opinion that the present composition reflects a broad selection of society and industry and markets HEINEKEN operates in. In line with the Dutch Act on Management and Supervision (Wet bestuur en toezicht), the profile of the Supervisory Board states that the Supervisory Board shall pursue that at least 30 per cent of the seats shall be held by men and at least 30 per cent by women. Currently 20 per cent of the Supervisory Board members are female. Diversity and gender are important drivers in the selection process. With reference thereto, the Supervisory Board will retain an active and open attitude as regards selecting female candidates. Messrs. Das and Navarre will resign by rotation from the Supervisory Board at the Annual General Meeting of Shareholders on 25 April 2013. Messrs. Das and Navarre are eligible for re-appointment for a period of four years. It is also proposed to re-appoint Mr. Das as delegated member of the Supervisory Board. Non-binding nominations for their re-appointment will be submitted to the Annual General Meeting of Shareholders. Furthermore a non-binding nomination will be submitted to the Annual General Meeting of Shareholders for the appointment of Mr. H. Scheffers as member of the Supervisory Board as at 25 April 2013 for a period of four years. It is the intention that Mr. Scheffers will become a member of the Audit Committee succeeding Mr. Wijers in the Audit Committee. The Notes to the agenda contain further information on the appointment. Mr. Van Lede will step down as member and Chairman at the Annual General Meeting of Shareholders on 25 April 2013. Mr. Van Lede has been member of the Supervisory Board since 2002 and Chairman since 2004 The Supervisory Board is grateful for the way he fulfilled his role as Chairman and for his commitment over ten years and the Supervisory Board appreciates his contributions to the Supervisory Board and the Committee meetings. His experience and his personality were of utmost value to the Company. Independence The Supervisory Board endorses the principle that the composition of the Supervisory Board shall be such that its members are able to act critically and independently of one another and of the Executive Board and any particular interests. In a strictly formal sense, Messrs. Astaburagua Sanjinés, de Carvalho, Das, Fernandez Carbajal and De long do not meet the applicable criteria for 'independence' as set out in the Dutch Corporate Governance Code dated 10 December 2008. However, the Supervisory Board has ascertained that Messrs. Astaburagua Sanjinés, de Carvalho, Das, Fernandez Carbajal and De long in fact act critically and independently. 56 Heineken N.V. Annual Report 2012

Jaarverslagen en Personeelsbladen Heineken

Jaarverslagen | 2012 | | pagina 58