Contents
Overview
Report of the
Executive Board
Report of the
Supervisory Board
Financial
statements
Other information
Delegated Member
The General Meeting of Shareholders may appoint one of the
Supervisory Board members as Delegated Member (currently
Mr. M. Das).
The delegation of powers to the Delegated Member does
not exceed the duties of the Supervisory Board and does not
comprise the management of the Company. It intends to effect
a more intensive supervision and advice and more regular
consultation with the Executive Board.
The Delegated Member has a veto right concerning resolutions
of the Supervisory Board to approve the resolutions of the
Executive Board referred to in Article 8 paragraph 6 under a, b
and c of the Articles of Association of the Company.
Committees
The Supervisory Board has five committees: the Preparatory
Committee, the Audit Committee, the Remuneration
Committee, the Selection Appointment Committee and
the Americas Committee.
The function of these committees is to prepare the decision
making of the Supervisory Board. The Supervisory Board has
drawn up regulations for each committee, which indicate the role
and responsibility of the committee concerned, its composition
and the manner in which it discharges its duties. These regulations
are available on: www.theEIEINEKENcompany.com.
The Report of the Supervisory Board states the composition of
the committees, the number of committee meetings and the
main items discussed.
Preparatory Committee
The Preparatory Committee prepares decision-making of the
Supervisory Board on matters not already handled by any of
the other committees, such as in relation to acguisitions
and investments.
Audit Committee
The Audit Committee may not be chaired by the Chairman of the
Supervisory Board or by a former member of the Executive Board.
At least one member of the Audit Committee shall be a financial
expert with relevant knowledge and experience of financial
administration and accounting for listed companies or other
large legal entities.
The Audit Committee focuses on supervising the activities of the
Executive Board with respect to (i) the operation of the internal
risk management and control system, including the enforcement
of the relevant primary and secondary legislation and supervising
the operation of codes of conduct, (ii) the provision of financial
information by the Company, (iii) compliance with
recommendations and observations of internal and external
auditors, (iv) the role and functioning of the internal audit
function, (v) the policy of the Company on tax planning, (vi)
relations with the external auditor, including, in particular, his
independence, remuneration and any non-audit services for
the Company, (vii) the financing of the Company and (viii) the
applications of information and communication technology.
The Audit Committee acts as the principal contact for the
external auditor if they discover irregularities in the content of
the financial reporting.
The Audit Committee meets with the external auditor as often
as it considers necessary, but at least once a year, without the
Executive Board members being present.
Remuneration Committee
The Remuneration Committee may not be chaired by the Chairman
of the Supervisory Board or by a former member of the Executive
Board or by a Supervisory Board member who is a member
of the management board of another listed company. Elowever,
given the structure of the Eleineken Group and the character of
the Board of Directors of Eleineken EHolding N.V.,the regulations
of the Remuneration Committee permit that the Remuneration
Committee is chaired by a Supervisory Board member who
is a member of the Board of Directors of Eleineken EHolding N.V.
The current Chairman of the Remuneration Committee, Mr. M.
Das, is a Non-Executive Director (and Chairman) of Eleineken
EHolding N.V.
No more than one member of the Remuneration Committee
may be a member of the management board of another Dutch
listed company.
The Remuneration Committee, inter alia, makes the proposal
to the Supervisory Board for the remuneration policy to be
pursued, and makes a proposal for the remuneration of the
individual members of the Executive Board for adoption by
the Supervisory Board.
Eleineken N.V. Annual Report 2013
39
