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

Jaarverslagen en Personeelsbladen Heineken

Jaarverslagen | 2012 | | pagina 59