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

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