Report of the
Report of the
Financial
Other
Contents
Overview
Executive Board
Supervisory Board
statements
information
Michel (M.R.) de Carvalho (1944)
English nationality; male.
Appointed in 1996; latest reappointment in 2011*.
Profession: Banker, Investment Banking, Citi Inc., UK (Vice-Chairman)
and Citi Private Bank Europe, Middle East and Africa (Chairman).
No supervisory board seats (or non-executive board memberships)
in Large Dutch Entities**.
Other positions***: EArche Green N.V.
Annemiek(A.M.) Fentenervan Vlissingen (1961)
Dutch nationality; female.
Appointed in 2006; latest reappointment in 2014*.
Profession: Company Director.
Supervisory board seats (or non-executive board memberships)
in Large Dutch Entities**: SHV Holdings N.V. (Chairman);
De Nederlandsche Bank N.V. (Vice-Chairman); University Medical
Center Utrecht (UMC Utrecht).
Other positions***: Lhoist, Belgium.
Mary (M.E.) Minnick(1959)
American nationality; female.
Appointed in 2008; reappointment in 2012*.
Profession: Partner in Lion Capital LLP, UK.
No supervisory board seats (or non-executive board memberships)
in Large Dutch Entities**.
Christophe (V.C.O.B.J.) Navarre (1958)
Belgian nationality; male.
Appointed in 2009; reappointment in 2013*.
Profession: Chairman CEO Moët Elennessy, LVMH Wines
Spirits Brands.
No supervisory board seats (or non-executive board memberships)
in Large Dutch Entities**.
Javier (J.G.) Astaburuaga Sanjinés (1959)
Mexican nationality; male.
Appointed in 2010; reappointment in 2014*.
Profession: Vice President Corporate Development Fomento
Económico Mexicano S.A.B. de C.V. (FEMSA).
No supervisory board seats (or non-executive board memberships)
in Large Dutch Entities**.
Hendrik (H.) Scheffers (1948)
Dutch nationality; male
Appointed in 2013*.
Profession: Company Director.
Supervisory board seats (or non-executive board memberships)
in Large Dutch Entities**: Aalberts Industries N.V. (Chairman);
Royal BAM Group N.V. (Vice-Chairman).
Jean Marc (R.J.M.S.) Huët (1969)
Dutch nationality; male.
Appointed in 2014*.
Profession: Chief Financial Officer and Executive Director of Unilever pic.
No supervisory board seats (or non-executive board memberships)
in Large Dutch Entities**.
Other positions***: Delta Topco Limited.
For the maximum period of four years.
Large Dutch Entities are Dutch N.V.S, B.V.s or Foundations (that are required to prepare
annual accounts pursuant to Chapter 9 of Book 2 of the Dutch Civil Code or similar
legislation) that meet two of the following criteria (on a consolidated basis) on two
consecutive balance sheet dates:
(i) The value of the assets (according to the balance sheet with the explanatory notes
and on the basis of acquisition and manufacturing costs) exceeds EUR 17.5 million;
(ii) The net turnover exceeds EUR 35 million;
(iii) The average number of employees is at least 250.
Under'Other positions', other functions are mentioned that may be relevant
to performance of the duties of the Supervisory Board.
The Supervisory Board endorses the principle that the composition
of the Supervisory Board is such that the members are able to act
critically and independently of one another and of the Executive
Board. Each Supervisory Board member is capable of assessing
the broad outline of the overall strategy of the Company and its
businesses and carrying out its duties properly.
The majority of the Supervisory Board consists of 'independent'
members within the meaning of best practice provision III.2.2 of the
Code. Four of its members (i.e. Messrs. de Carvalho, Das, Fernandez
Carbajal and Astaburuaga Sanjinés) do not meet the applicable
criteria for being 'independent'. In this respect, it is relevant to note that
the appointment of Messrs. Fernandez Carbajal and Astaburuaga
Sanjinés is based on the contractual arrangements concluded between
(among others) the Company and FEMSA in connection with the
acguisition by the Company of FEMSA's beer activities in 2010; these
arrangements were approved bytheAGM on 22 April 2010.
Best practice provision III.3.5 of the Code provides that a person
may be appointed to the supervisory board for a maximum of three
four-year terms. However, in the interest of preserving the core values
and the structure of the Company, this maximum term will not
be applied to members of the Supervisory Board who are related
by blood or marriage to the late Mr. A.H. Heineken or to members
who are also members of the Board of Directors of Heineken
Holding N.V.
The Supervisory Board has drawn up a rotation schedule in order to
avoid, as far as possible, a situation in which many Supervisory Board
members retire at the same time. The rotation schedule is available
on our corporate website.
37
Heineken N.V. Annual Report 2014