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
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
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.
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.
Heineken N.V. Annual Report 2012