Corporate Governance Statement continued
Contents
Overview
Report of the
Executive Board
Report of the
Supervisory Board
Financial
statements
Other information
Profile
The Supervisory Board has prepared a profile of its size and
composition, taking account of the nature of the business,
its activities and the desired expertise and background of the
Supervisory Board members. The profile deals with the aspects
of diversity in the composition of the Supervisory Board that
are relevant to the Company and states what specific objective
is pursued by the Supervisory Board in relation to diversity.
Each Supervisory Board member shall be capable of assessing
the broad outline of the overall policy. At least one member of
the Supervisory Board shall be a financial expert with relevant
knowledge and experience of financial administration and
accounting for listed companies or other large legal entities.
The composition of the Supervisory Board shall be such that
it is able to carry out its duties properly. The profile is available
on: www.theHEINEKENcompany.com.
Role
The role of the Supervisory Board is to supervise the management
of the Executive Board and the general affairs of the Company
and its affiliated enterprises, as well as to assist the Executive
Board by providing advice. In discharging its role, the Supervisory
Board shall be guided by the interests of the Company and its
affiliated enterprises and shall take into account the relevant
interest of the Company's stakeholders.
The supervision of the Executive Board by the Supervisory Board
includes the achievement of the Company's objectives, the
corporate strategy and the risks inherent in the business activities,
the design and effectiveness of the internal risk and control system,
the financial reporting process, compliance with primary and
secondary legislation, the Company-shareholder relationship
and corporate social responsibility issues that are relevant to
the Company.
The Supervisory Board evaluates at least once a year the corporate
strategy and the main risks of the business, the result of the
assessment by the Executive Board of the design and effectiveness
of the internal risk management and control system, as well as
any significant changes thereto.
The division of duties within the Supervisory Board and the
procedure of the Supervisory Board is laid down in the
Regulations for the Supervisory Board, which are available
on: www.theHEINEKENcompany.com.
A member of the Supervisory 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.
The Executive Board provides the Supervisory Board with all
information necessary for the exercise of the duties of the
Supervisory Board.
The Supervisory Board evaluates at least once a year, without
the Executive Board being present, its own functioning, the
functioning of its committees and its individual members and
the conclusions that must be drawn on the basis thereof. The
Supervisory Board also evaluates the desired profile, composition
and competence of the Supervisory Board.
Moreover, the Supervisory Board evaluates at least once a year,
without the Executive Board being present, both the functioning
of the Executive Board as an organ of the Company and the
performance of its individual members and the conclusions that
must be drawn on the basis thereof.
Resolutions subject to Supervisory Board approval
Certain resolutions of the Executive Board are subject to the
approval of the Supervisory Board. Examples are resolutions
concerning the operational and financial objectives of the Company,
the strategy designed to achieve the objectives, the parameters
to be applied in relation to the strategy (for example, in respect
of the financial ratios) and corporate social responsibility issues
that are relevant to the Company. Also, decisions to enter into
transactions under which Executive Board or Supervisory Board
members would have conflicts of interest that are of material
significance to the Company and/or to the relevant Executive
Board member/Supervisory Board member reguire the approval
of the Supervisory Board. Further reference is made to Article 8
paragraph 6 of the Articles of Association of the Company, which
contains a list of resolutions of the Executive Board that reguire
Supervisory Board approval.
Chairman
The Supervisory Board appoints from its members a Chairman
(currently Mr. G.J. Wijers).
The Chairman of the Supervisory Board may not be a former
member of the Executive Board.
The Chairman of the Supervisory Board ensures the proper
functioning of the Supervisory Board and its committees and
acts on behalf of the Supervisory Board as the main contact
for the Executive Board and for shareholders regarding the
functioning of the Executive and Supervisory Board members.
Vice-Chairman
The Supervisory Board appoints from its members a Vice-
Chairman (currently Mr. J.A. Fernandez Carbajal).
The Vice-Chairman of the Supervisory Board acts as deputy
for the Chairman.
The Vice-Chairman acts as contact for individual Supervisory
Board members and Executive Board members concerning the
functioning of the Chairman of the Supervisory Board.
Heineken N.V. Annual Report 2013
38
