To the Shareholders continued
Contents
Overview
Report of the
Executive Board
Report of the
Supervisory Board
Financial
statements
Other information
Remuneration
The General Meeting of Shareholders determines the remuneration
of the members of the Supervisory Board. In 2011, the Annual
General Meeting of Shareholders resolved to adjust the
remuneration of the Supervisory Board effective 1 January
2011The detailed amounts are stated in the Notes to the
financial statements.
Meetings and activities of the Supervisory Board
During 2013, the Supervisory Board held six meetings with the
Executive Board. The agenda included subjects such as the
Company's strategy its financial position, the results of the Regions
and Operating Companies, acguisitions, large investment
proposals, the yearly budget, management changes and the
internal risk management and control system. The external
auditor attended the meeting in which the annual results were
discussed. In 2013, specific attention was given to the following:
The Supervisory Board had a two-day meeting with the
Executive Board to discuss the Company's strategic priorities.
Members of the Executive Committee presented their
strategic topics.
The Supervisory Board visited Ho Chi Minh City, Vietnam,
where local management of Vietnam Brewery Limited and
APB Hanoi Limited presented developments. The Supervisory
Board met with the Management Teams as well as with the
members of the Board of Directors of both companies. Also,
a consultant was invited to inform the Supervisory Board on
general developments in Vietnam. The brewery in Ho Chi
Minh City was visited as well as (on- and off-premises) outlets.
During the year, several representatives of Senior Management
were invited to give presentations to the Supervisory Board.
In 2013, the following subjects were presented in more detail:
- Sustainability
- Human Resources and succession planning.
Regular Executive Sessions were held without the Executive
Board being present. The purpose of these sessions was
to evaluate the Supervisory Board meetings, and, where
relevant, further reflect on particular subjects discussed at
the meetings. One Executive Session was dedicated to the
evaluation of the Supervisory Board relating to the
performance, working methods, procedures and functioning
of the Supervisory Board, its committees and its members
as well as the functioning of the Executive Board.
An induction programme wasset up for Mr. Scheffers. As part
of the programme, Mr. Scheffers had meetings with several
Senior Executives and visited the brewery in Zoeterwoude,
the Netherlands.
The Chairman of the Supervisory Board met freguently with the
CEO, amongst others, to prepare the Supervisory Board meetings.
The Supervisory Board confirms that all Supervisory Board members
have adeguate time available to give sufficient attention to the
concerns of the Company. The attendance rate as a whole was
92 per cent. None of the Supervisory Board members were
freguently absent (HEINEKEN considers an absence of twice
or more as freguent). In case of absence, members are fully
informed in advance, enabling them to provide input for the
meeting, and they are also updated on the meeting outcomes.
Committees
The Supervisory Board has five Committees: the Preparatory
Committee, the Audit Committee, the Selection Appointment
Committee, the Remuneration Committee and the Americas
Committee. The terms of reference for the Committees are
posted on the Company's website.
The following changes were made to the composition of these
five Committees on 25 April 2013 (the date of the 2013 Annual
General Meeting of Shareholders):
Mr. Wijers succeeded Mr. Van Lede as Chairman of
the Preparatory Committee, Chairman of the Selection
Appointment Committee and member of the
Remuneration Committee.
Mrs. Fentenervan Vlissingen succeeded Mr. Wijers as member
of the Audit Committee.
Mr. Scheffers succeeded Mr. Navarre as member of the
Audit Committee.
Mrs. Minnick succeeded Mrs. Fentenervan Vlissingen as
member of the Remuneration Committee.
Mr. Navarre was appointed to the Americas Committee.
Preparatory Committee
Composition: Messrs. Wijers (Chairman), de Carvalho, Das and
Fernandez Carbajal. The Preparatory Committee met six times.
The Committee prepares decision-making by the Supervisory
Board on matters not already handled by any of the other
committees, such as in relation to acguisitions and investments.
Audit Committee
Composition: Messrs. De Jong (Chairman), Astaburuaga
Sanjinés, Scheffers and Mrs. Fentenervan Vlissingen. The Audit
Committee met five times. The members collectively have the
experience and financial expertise to supervise the financial
statements and the risk profile of Heineken N.V.
The Executive Board attended all meetings, as well as the
external auditor, the Executive Director Global Audit and the
Chief Business Services Officer.
Heineken N.V. Annual Report 2013
