To the Shareholders
Report of the Supervisory Board
Contents
Overview
Report of the
Executive Board
Report of the
Supervisory Board
Financial
statements
Other information
During the year under review, the Supervisory Board
performed its duties in accordance with primary and
secondary legislation and the Articles of Association of
Heineken N.V. and supervised and advised the Executive
Board on an ongoing basis.
Financial statements and profit appropriation
The Supervisory Board hereby submits to the shareholders the
financial statements and the report of the Executive Board for
the financial year 2013, as prepared by the Executive Board and
approved by the Supervisory Board in its meeting of 11 February
2014. The financial statements of this Annual Report can be
found under the financial statements section of this Annual
Report. KPMG Accountants N.V. audited the financial
statements. Their report can be found on page 139 in the
Other information section.
The Supervisory Board recommends that shareholders, in
accordance with the Articles of Association, adopt these financial
statements and, as proposed by the Executive Board, appropriate
EUR512 million for payment of dividend. The underlying principle
of the dividend policy is that 30-35 per cent of net profit before
exceptional items and amortisation ofacguisition-related intangible
assets (net profit beia) is placed at the disposal of shareholders
for distribution as dividend. The proposed dividend amounts
to EUR0.89 per share of EUR1.60 nominal value, of which
EUR0.36 was paid as an interim dividend on 3 September 2013.
Supervisory Board composition, independence
and remuneration
Composition
The Annual General Meeting of Shareholders on 25 April 2013
appointed Mr. H. Scheffers as member of the Supervisory Board
for a period of four years. Mr. Scheffers became a member of the
Audit Committee. Mr. C.J.A. van Lede stepped down as Chairman
and member of the Supervisory Board after the General Meeting
of Shareholders on 25 April 2013, and was succeeded by Mr. G.J.
Wijers as Chairman. Messrs. M. Das and V.C.O.B.J. Navarre were
reappointed as members of the Supervisory Board for a period
of four years.
The Supervisory Board has a diverse composition in terms of
experience, gender, nationality and age. Two out often members
are women and five out often members are non-Dutch. There
are five nationalities (American, Belgian, British, Dutch and Mexican)
and age ranges between 50 and 70. The Supervisory Board
is of the opinion that the present composition broadly reflects
the markets HEINEKEN operates in.
In line with the Dutch Act on Management and Supervision (Wet
bestuur en toezicht), the profile of the Supervisory Board states
that the Supervisory Board shall pursue that at least 30 per cent
of the seats shall be held by men and at least 30 per cent by
women. Currently, 20 per cent of the Supervisory Board members
are female. Diversity and gender are important drivers in the
selection process. With reference thereto, the Supervisory Board
will retain an active and open attitude as regards selecting
female candidates.
Messrs. Fernandez Carbajal and Astaburuaga Sanjinésand Mrs.
Fentener van Vlissingen will resign by rotation from the Supervisory
Board at the Annual General Meeting of Shareholders on 24 April
2014. Messrs. Fernandez Carbajal and Astaburuaga Sanjinés
and Mrs. Fentener van Vlissingen are eligible for reappointment
fora period of four years. Non-binding nominations for their
reappointment will be submitted to the Annual General Meeting
of Shareholders. The Notes to the agenda contain further
information on the proposed re-appointments.
Furthermore, a non-binding nomination will be submitted to the
Annual General Meeting of Shareholders for the appointment
of Mr. J.M. Huët as member of the Supervisory Board as at 24
April 2014 for a period of four years. It is the intention that
Mr. J.M. Huët will become a member of the Audit Committee.
Mr. Scheffers will succeed Mr. De Jong as Chairman of the
Audit Committee. The Notes to the agenda contain further
information on the proposed appointment.
Mr. De Jong will step down as member and Chairman of the
Audit Committee on 24 April 2014. Mr. De Jong has been a
member of the Supervisory Board since 2002, was Chairman
of the Supervisory Board from 2002 to 2004, and has been
Chairman of the Audit Committee since 2004. The Supervisory
Board is grateful for his commitment over 12 years and for the
way he fulfilled his role as Chairman of the Supervisory Board
(2002-2004) and Chairman of the Audit Committee (2004-
2014), respectively, and the Supervisory Board appreciates
his contributions to the Supervisory Board and the
Committee meetings.
Independence
The Supervisory Board endorses the principle that the composition
of the Supervisory Board shall be such that its members are able
to act critically and independently of one another and of the
Executive Board and any particular interests. In a strictly formal
sense, Messrs. Astaburuaga Sanjinés, de Carvalho, Das,
Fernandez Carbajal and De Jong do not meet the applicable
criteria for 'independence' as set out in the Dutch Corporate
Governance Code dated 10 December 2008. However, the
Supervisory Board has ascertained that Messrs. Astaburuaga
Sanjinés, de Carvalho, Das, Fernandez Carbajal and De Jong
in fact act critically and independently.
Heineken N.V. Annual Report 2013
