Contents
Overview
Report of the
Executive Board
Report of the
Supervisory Board
Financial
statements
Other information
Minutes
The proceedings in the General Meeting of Shareholders shall be
recorded in minutes taken by a secretary to be designated by the
chairman of the meeting, which minutes shall be signed by the
chairman of the meeting and the secretary. If, in deviation of the
above, a notarial record of the proceedings of the General Meeting
of Shareholders is drawn up, the chairman of the meeting shall
countersign the notarial record. Upon reguest.the record of the
proceedings of the General Meeting of Shareholders shall be
submitted to shareholders, ultimately within three months after
the conclusion of the meeting.
Resolutions to be adopted by the General Meeting
The General Meeting of Shareholders has authority to adopt
resolutions concerning, inter alia, the following matters:
(i) Issue of shares by the Company or rights on shares
(and to authorise the Executive Board to resolve that the
Company issues shares or rights on shares)
(ii) Authorisation of the Executive Board to resolve that the
Company acguires its own shares
(iii) Cancellation of shares and reduction of share capital
(iv) Appointment of Executive Board members
(v) The remuneration policy for Executive Board members
(vi) Suspension and dismissal of Executive Board members
(vii) Appointment of Supervisory Board members
(viii) The remuneration of Supervisory Board members
(ix) Suspension and dismissal of Supervisory Board members
(x) Appointment of the Delegated Member of the
Supervisory Board
(xi) Adoption of the financial statements
(xii) Granting discharge to Executive and Supervisory
Board members
(xiii) The profit reservation and distribution policy
(xiv) Dividend distributions
(xv) A substantial change in the corporate governance structure
(xvi) Appointment of the external auditor
(xvii) Amendment of the Articles of Association, and
(xviii) Liguidation.
Resolutions on a major change in the identity or character of the
Company or enterprise shall be subject to the approval of the
General Meeting of Shareholders. This would at least include
(a) the transfer of the enterprise or the transfer of practically the
entire enterprise of the Company to a third party, (b) the entering
into or the termination of a lasting co-operation of the Company
or a subsidiary with another legal entity or company or a fully
liable partner in a limited partnership or general partnership, if
such co-operation or termination is of fundamental importance
to the Company and (c) acguiring or disposing of a participation
in the capital of a company by the Company or a subsidiary
amounting to at least one-third of the amount of assets according
to the Company's consolidated balance sheet plus explanatory
notes as laid down in the last adopted financial statements of
the Company.
Executive Board
Composition and role of the Executive Board
Executive Board members are appointed by the General Meeting
of Shareholders from a non-binding nomination drawn up bythe
Supervisory Board.
The Executive Board currently consists of two members,
Chairman/CEO Jean-Frangois (J.F.M.L.) van Boxmeer and
CFO René (D.R.) Hooft Graafland.
Information on these Executive Board members is provided
hereunder.
Jean-Franqois (J.F.M.L.) van Boxmeer (1961)
Belgian nationality; male.
Initial appointment in 2001;
Re-appointment: 2013*;
4-year term ends in 2017;
Chairman/CEO (since 2005).
No supervisory board seats (or non-executive board
memberships) in Large Dutch Entities**.
Other positions***: Mondelez International, USA; Henkel AG
Co., Germany; The Dutch Opera.
Heineken N.V. Annual Report 2013
35
