Corporate Governance Statement continued Contents Overview Report of the Executive Board Report of the Supervisory Board Financial statements Other information René (D.R.) Hooft Graafland (1955) Dutch nationality; male. Initial appointment in 2002; Reappointment: 2011*; 4-year term ends in 2015; CFO (since 2005). Supervisory board seats (or non-executive board memberships) in Large Dutch Entities**: Wolters Kluwer N.V. Other positions***: Royal Theatre Carré, Amsterdam (Chairman). For the maximum period of four years. Large Dutch Entities are Dutch N.V.s, B.V.s or Foundations (that are required to prepare annual accounts pursuant to Chapter 9 of Book 2 of the Dutch Civil Code or similar legislation) that meet two of the following criteria (on a consolidated basis) on two consecutive balance sheet dates: (i) The value of the assets (according to the balance sheet with the explanatory notes and on the basis of acquisition and manufacturing costs) exceeds EUR17.5 million; (ii) The net turnover exceeds EUR35 million; (iii) The average number of employees is at least 250. Under 'Other positions', other functions are mentioned that may be relevant to performance of the duties of the Executive Board. Best practice provision II.1.1 of the Dutch Corporate Governance Code of 10 December 2008 recommends that an Executive Board member is appointed fora maximum period of four years and that a member may be reappointed for a term of not more than four years at a time. In compliance with this best practice provision, the Supervisory Board has drawn up a rotation schedule in order to avoid, as far as possible, a situation in which Executive Board members retire at the same time. The Supervisory Board appoints one of the Executive Board members as Chairman/CEO. The General Meeting of Shareholders can dismiss members of the Executive Board by a majority of the votes cast, if the subject majority at least represents one-third of the issued capital. The role of the Executive Board is to manage the Company, which means, amongst other things, that it is responsible for setting and achieving the operational and financial objectives of the Company, the design of the strategy to achieve the objectives, the parameters to be applied in relation to the strategy (for example, in respect of the financial ratios), the associated risk profile, the development of results and corporate social responsibility issues that are relevant to the enterprise. The Executive Board is accountable for this to the Supervisory Board and to the General Meeting. In discharging its role, the Executive Board shall be guided bythe interests of the Company and its affiliated enterprises, taking into consideration the interests of the Company's stakeholders. The Executive Board is responsible for complying with all primary and secondary legislation, for managing the risks associated with the Company's activities and for financing the Company. A member of the Executive Board shall not take part in any discussion or decision-making that involves a subject or transaction in relation to which he has a conflict of interest with the Company. Supervisory Board Composition of the Supervisory Board The Supervisory Board consists of 10 members: Hans Wijers (Chairman), José Antonio Fernandez Carbajal (Vice-Chairman), Maarten Das (Delegated Member), Michel de Carvalho, Ian Maarten de long, Annemiek Fentener van Vlissingen, Mary Minnick, Christophe Navarre, Javier Astaburuaga Sanjinés and HenkScheffers. Information on these Supervisory Board members is provided hereunder. Hans (G.J.) Wijers (1951) Dutch nationality; male. Appointed in 2012*; Chairman (as of 2013). Profession: Company Director. Supervisory board seats (or non-executive board memberships) in Large Dutch Entities**: AFC Ajax N.V. Other positions***: Royal Dutch Shell pic (Deputy Chairman); GlaxoSmithKline pic; Natuurmonumenten (Chairman); Concertgebouw N.V. José Antonio (J. A.) Fernandez Carbajal (1954) Mexican nationality; male. Appointed in 2010*; Vice-Chairman (as of 2010). Profession: Executive Chairman Fomento Económico Mexicano S.A.B.deC.V. (FEMSA). Supervisory board seats (or non-executive board memberships) in Large Dutch Entities**: Heineken Holding N.V. Other positions***: Coca-Cola Femsa S.A.B. de C.V. (Chairman); Tecnológico de Monterrey (Chairman); Fundación Femsa (Chairman); participates on Boards of Industrias Penolesand GrupoTelevisa. Maarten (M.) Das (1948) Dutch nationality; male. Appointed in 1994; latest reappointment in 2013*. Delegated Member (1995). Profession: Advocaat (Attorney at law). Supervisory board seats (or non-executive board memberships) in Large Dutch Entities**: Heineken Holding N.V. (Chairman). Other positions***: L'Arche Green N.V. (Chairman); Stichting Administratiekantoor Priores; LAC B.V.; Greenfee B.V. (Chairman). Michel (M.R.) de Carvalho (1944) British nationality; male. Appointed in 1995; latest reappointment in 2011*. Profession: Banker, Investment Banking, Citi Inc., UK (Vice- Chairman) and Citi Private Bank Europe, Middle East and Africa (Chairman). No supervisory board seats (or non-executive board memberships) in Large Dutch Entities**. Other positions***: L'Arche Green N.V. Heineken N.V. Annual Report 2013 36

Jaarverslagen en Personeelsbladen Heineken

Jaarverslagen | 2013 | | pagina 37