Contents
Overview
Report of the
Executive Board
Report of the
Supervisory Board
Financial
statements
Other information
The Executive Director Global Audit has direct access to the
Audit Committee, primarily through its chairman. During the
year, the Audit Committee met once with the external auditors
and once with the Executive Director Global Audit, in both
instances without management being present.
The Committee supervises the activities of the Executive Board
with respect to the publication of financial information. The
Committee reviews, together with the Executive Board and the
external auditor, the appropriateness of the half-year reporting
and the annual financial statements, focusing on:
The decisions made on the selection and application of
accounting policies.
The reliability and completeness of disclosures.
Compliance with financial and other reporting reguirements.
Significant judgments, estimates and assumptions used
in preparing the reports in respect of, amongst others,
accounting for acguisitions and divestments, the annual
impairment test and determining the level of provisions.
Any correspondence from regulators in relation to our
financial reporting.
At the beginning of the year, the Committee reviews the audit
plan of the external auditor as well as the internal audit plan. The
Committee focuses mainly on the scoping, key risks, staffing and
budget. During the year, the Committee reviews the reports of
the external and the internal auditor in respect of these items.
Furthermore, the Committee discussed recurring topics, such as:
The effectiveness and the outcome of the risk management
process and the adeguacy of internal control policies.
Status updates (provided by the Chief Business Services
Officer) on the developments of Global Business Services,
including the IT programmes, Global Procurement and
Financial Shared Services.
Functional updates in respect of tax, treasury, pensions,
litigation and risk management.
HEINEKEN's governance, risk and compliance (GRC) activities,
including the HEINEKEN Company Rules and the HEINEKEN
Code of Business Conduct.
The outcome of the annual Letter of Representation process
and the reports from the Integrity Committee related to fraud
reporting and whistle blowing reporting.
The accounting treatment of the acguisition of Asia Pacific
Breweries Limited, including purchase price allocation,
opening balance sheet and relevant pro-forma figures.
The rotation of the external auditor in the context of the
mandatory rotation regulations, including the tender process
and involvement therein by Executive Board and Committee
members. The Committee reviewed the outcome of the
tender process and, together with the Executive Board, issued
a recommendation to the Supervisory Board to nominate
Deloitte Accountants B.V. for appointment as of the financial
year 2015.
Selection Appointment Committee
Composition: Messrs. Wijers (Chairman), de Carvalho, Das,
Fernandez Carbajal, and Mrs. Fentenervan Vlissingen.
The Selection Appointment Committee met five times.
In 2013, the following subjects were discussed:
The composition and rotation schedule of the Supervisory
Board, including a review of candidates for the succession of
Mr. de long; the decision to nominate Mr. Huët was based on
both his financial expertise and experience in the fast-moving
consumer industry.
Female representation on the Supervisory Board, including
a list of potential female candidates.
Remuneration Committee
Composition: Messrs. Das (Chairman), de Carvalho, Wijers and
Mrs. Minnick. The Remuneration Committee met three times.
The Committee made recommendations to the Supervisory
Board on target setting and payout levels for the short-term
variable pay and long-term variable awards for the
Executive Board.
The Remuneration Committee received a presentation on trends
in executive remuneration and executive remuneration governance
in order to fulfil its remuneration governance responsibilities.
The presentation aimed to review, amongst other things,
alignment of HEINEKEN's remuneration practices with its
remuneration principles, to provide an overview of HEINEKEN's
competitive positioning versus the market, to assess the relation
between actual remuneration and performance and to update
the Committee on executive compensation trends and
regulatory developments. A copy of the report was also
submitted to the full Supervisory Board.
Heineken N.V. Annual Report 2013
