To the Shareholders continued
The Executive Director Global Audit has direct access to the Audit Committee,
primarily through its chairman. During the year, the Audit Committee met
in a private meeting once with the external auditors and once with the
Executive Director Global Audit without management being present.
The Audit Committee discussed regular topics, such as the annual and
interim financial statements, the effectiveness and the outcome of the risk
management process and the adeguacy of internal control policies. The
Audit Committee also discussed the effectiveness of the internal audit
function and the matters arising from the internal audit reports, the scope
of the external auditor, approach and fees, as well as reports from the
external auditor. As part of the selection process of the external auditor,
the Audit Committee discussed the policy on auditor independence
and non-audit services, and took consideration of the nature, scope and
appropriateness of non-audit services supplied by the external auditor.
In the Annual General Meeting of Shareholders of 2012 the external
auditor, KPMG Accountants N.V. was reappointed for a four-year period
(financial statements 2012-2015).
Twice a year presentations are given by the Chief Global Business
Services (GBS) on the developments of GBS, including the IT
programmes, Global Procurement and Financial Shared Services.
Yearly, as part of the functional updates, litigation and risk
management were discussed in the presence of the Executive
Director Global Legal Affairs.
HEINEKEN's governance, risk and compliance (GRC) activities were
discussed including the updated and revitalised HEINEKEN Company
Rules and the HEINEKEN Code of Business Conduct.
The Audit Committee discussed the outcome of the annual Letter of
Representation process and the reports from the Integrity Committee
related to fraud reporting and whistle-blowing reporting.
The Chairman of the Audit Committee assessed the functioning
of the Audit Committee through individual meetings with the members
of the Audit Committee and management. The outcome was included
in the Supervisory Board assessment and discussed with management.
Selection &Appointment Committee
Composition: Messrs. Van Lede (Chairman), de Carvalho Das, Fernandez
Carbajal.and Mrs. Fentenervan Vlissingen.
The Selection Appointment Committee met twice. In the meetings,
proposals for the composition of the Supervisory Board were developed
and the rotation schedule of the Supervisory Board was discussed for
approval by the Supervisory Board.
Remuneration Committee
Composition: Messrs. Das (Chairman), de Carvalho, Van Lede and
Mrs. Fentenervan Vlissingen.
The Remuneration Committee met six times.
In 2012 the Remuneration Committee finalised a proposal for the
replacement of two companies in HEINEKEN's Global Labour Market Peer
Group for Executive Board remuneration. Replacement was inevitable
since the two companies ceased to exist in their previous forms by
spinning-off part of their business.
The Committee also proposed recommendations to the Supervisory Board
on target setting and payout levels for the short-term variable pay and
long-term variable awards for the Executive Board as well as aligning the
CEO's base salary with peer group median level, a retention share award
for the CEO and an extraordinary share grant for the Executive Board.
Details are described in the Remuneration Report.
The Remuneration Committee received a presentation on trends in Executive
Remuneration and Executive Remuneration Governance in order to fulfil
its remuneration governance responsibilities.
The presentation aimed, amongst others, to review alignment of HEINEKEN's
remuneration practices with its remuneration principles, to provide an
overview of HEINEKEN's competitive positioning versus the market and
to update the Committee on executive compensation trends and on
regulatory developments. A copy of the report was also submitted to
the full Supervisory Board.
Americas Committee
Composition: Messrs. Fernandez Carbajal (Chairman), de Carvalho
and Mrs. Minnick.
The committee advises the Supervisory Board on the overall strategic
direction of the Americas Region and reviews and evaluates the
performance, the organization and the management in the Americas
Region. The Chairman of the Executive Board and the Regional President
Americas also attend the Americas Committee meetings.
The Committee met twice in 2012 and paid attention to specific
developments in the region, presented by the Regional President Americas.
58
Heineken N.V. Annual Report 2012
