Corporate Governance Statement continued
Report of the
Report of the
Financial
Other
Contents
Overview
Executive Board
Supervisory Board
statements
information
Remuneration
In line with the remuneration policy adopted by the AGM, the
remuneration of the members of the Executive Board is determined
by the Supervisory Board, upon recommendation of the Remuneration
Committee. The remuneration policy and the elements of the
remuneration of the Executive Board members are set out in the
Remuneration Report and notes 29 and 35 to the Financial Statements.
The main elements of the employment agreements of the members
of the Executive Board are available on our corporate website.
Risk Management and Control System for Financial Reporting
The risk management and control system for financial reporting
includes clear accounting policies, a standard chart of accounts
and annual Letters of Representation signed by regional, functional
and local management. The HEINEKEN common systems and
embedded control frameworks are implemented in a large number
of the operating companies, and support common accounting and
regular financial reporting in standard forms. Testing of key controls
relevant for financial reporting is part of the Financial Reporting and
Compliance Audits in operating companies on common systems.
The external audit activities provide additional assurance on the
financial reporting. The external auditor also reports on internal
control issues through their management letters, and attend the
regional and certain local assurance meetings.
Supervisory Board
General
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 main risks to
the business, and 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 are laid down in the Regulations for the
Supervisory Board, which are available on our corporate website.
The Supervisory Board members are appointed by the AGM from
a non-binding nomination drawn up by the Supervisory Board.
The AGM can dismiss members of the Supervisory Board by a
majority of the votes cast, if the subject majority at least represents
one-third of the issued capital.
In 2014, three reappointments and one appointment to the
Supervisory Board were proposed to and approved by the AGM.
For 2015, one reappointment to the Supervisory Board is currently
scheduled to be proposed to the AGM.
Composition of the Supervisory Board
The Supervisory Board consists of 10 members: Mr. Elans Wijers
(Chairman), Mr. José Antonio Fernandez Carbajal (Vice-Chairman),
Mr. Maarten Das, Mr. Michel de Carvalho, Mrs. AnnemiekFentener
van Vlissingen, Mrs. Mary Minnick, Mr. Christophe Navarre, Mr. Javier
Astaburuaga Sanjinés, Mr. ElenkScheffers and Mr. Jean Marc Eluët.
Information on these Supervisory Board members is provided below.
Hans (G.J.) Wijers (1951)
Dutch nationality; male.
Appointed in 2012*; Chairman (as of 2013).
Profession: Company Director.
Supervisory board seats (or non-executive board memberships)
in Large Dutch Entities**: AFC Ajax N.V.
Other positions***: Royal Dutch Shell pic (Deputy Chairman);
GlaxoSmithKline pic; Natuurmonumenten (Chairman); HAL Holding
N.V.; Concertgebouw N.V.
José Antonio (J.A.) Fernandez Carbajal (1954)
Mexican nationality; male.
Appointed in 2010; reappointment in 2014*.
Vice-Chairman (as of 2010).
Profession: Executive Chairman Fomento Económico Mexicano
S.A.B. de C.V. (FEMSA).
Supervisory board seats (or non-executive board memberships)
in Large Dutch Entities**: Heineken Holding N.V.
Other positions***: Coca-Cola Femsa S.A.B. de C.V. (Chairman);
Tecnológico de Monterrey (Chairman); Fundación Femsa (Chairman);
participates on Boards of Industrias Penoles and Grupo Televisa.
Maarten (M.) Das (1948)
Dutch nationality; male.
Appointed in 1994; latest reappointment in 2013*.
Delegated Member (1995).
Profession: Advocaat (Attorney at law).
Supervisory board seats (or non-executive board memberships)
in Large Dutch Entities**: Heineken Holding N.V. (Chairman) and
Groene Energie Administratie B.V. (Chairman).
Other positions***: EArche Green N.V. (Chairman); Stichting
Administratiekantoor Priores; LAC B.V.; Greenfee B.V. (Chairman).
36
Eleineken N.V. Annual Report 2014
