Overview
Report of the
Executive Board
Report of the
Supervisory Board
Financial statements
Other information
Remuneration
The General Meeting of Shareholders determines the remuneration of the
members of the Supervisory Board. In 2011 the Annual General Meeting
of Shareholders resolved to adjust the remuneration of the Supervisory
Board effective 1 January 2011The detailed amounts are stated in the
Notes to the financial statements.
Meetings and activities of the Supervisory Board
During 2012 the Supervisory Board held 12 meetings with the Executive
Board. The agenda included subjects such as the Company's strategy, the
financial position of the Group, the results of the Regions and Operating
Companies, acguisitions, large investment proposals, the yearly budget,
management changes and the internal risk management and control
systems. The external auditor attended the meeting in which the annual
results were discussed. In 2012 specific attention was given to:
The proposal from the Executive Board to acguire APB in Asia. Many
extra meetings were called to discuss strategy, price and tactics and
to inform the members on the developments.
The Supervisory Board had a one-day meeting with the Executive
Board to discuss the Company's strategic priorities. Several members
of the Executive Committee presented their strategic topics.
The Supervisory Board visited Lagos. Nigeria where local management
of Nigerian Breweries and Consolidated Breweries presented
developments. The Supervisory Board met with the Management
Teams of both companies as well as with the members of the Board
of Directors of both companies. Also an external guest was invited to
inform the Supervisory Board on general developments in Nigeria. The
brewery in Lagos was visited as well as outlets (on-and-off premise).
During the year several representatives of Senior Management were
invited to give presentations to the Supervisory Board. In 2012 the
following subjects were presented in more detail:
- The sustainability agenda
- Human Resources and succession planning.
Since mid-2012 a start was made with regular Executive Sessions
(without the Executive Board being present). In these sessions, subjects
such as remuneration and evaluation of the meetings are discussed.
One Executive Session was solely dedicated to the evaluation of the
Supervisory Board relating to performance, working methods,
procedures and functioning of the Supervisory Board, its committees
and its members as well as the functioning of the Executive Board, based
on the individual interviews with the Supervisory Board and Executive
Board members conducted by Mr. Wijers, in his role as future Chairman
of the Supervisory Board. The main conclusions and actions were
discussed in a joint meeting with the Executive Board and related
to planning and processes.
An induction programme was set up for Mr. Wijers. As part of the
programme Mr. Wijers attended, next to his membership of the Audit
Committee, many Committee meetings as a guest. Furthermore,
he had meetings with several Senior Executives and conducted the
assessment of the Supervisory Board and Executive Board.
The Chairman of the Supervisory Board met freguently with the CEO.
amongst others, to prepare the Supervisory Board meetings and to
monitor progress.
The Supervisory Board confirms that all Supervisory Board members have
adeguate time available to give sufficient attention to the concerns of
the Company. The attendance rate as a whole was 91 per cent. In 2012,
primarily in view of the many extra (TelCo) meetings which were scheduled
at short notice, not everyone was able to join all meetings and as a
conseguence two Supervisory Board members were freguently absent
(HEINEKEN considers an absence of twice or more as freguent). One of
these members was absent twice and one member was absent four times,
out of 12 meetings. However, in case of absence, members are fully
informed in advance, enabling to provide input for the meeting and they
are also updated on the meeting outcomes.
Committees
The Supervisory Board has five Committees; the Preparatory Committee,
the Audit Committee, the Selection Appointment Committee, the
Remuneration Committee and the Americas Committee. The terms
of reference for the Committees are posted on the Company's website.
Preparatory Committee
Composition: Messrs. Van Lede (Chairman), de Carvalho, Das and
Fernandez Carbajal.
The Preparatory Committee met 13 times. The Committee prepares
decision-making by the Supervisory Board.
Audit Committee
Composition: Messrs. De long (Chairman). Astaburuaga Sanjinés, Navarre
and Wijers. The Audit Committee met four times. The members collectively
have the experience and financial expertise to supervise the financial
statements and the risk profile of Heineken N.V.
The CFO attended all meetings, as well as the external auditor and
the Executive Director Global Audit. The CEO and the Chief Control
Accounting Officer attended three out of four meetings. Other members
of the Executive Committee and other Executive Directors attended
asreguired.
Heineken N.V. Annual Report 2012
57
