Corporate Governance Statement continued
Report of the
Report of the
Financial
Other
Contents
Overview
Executive Board
Supervisory Board
statements
information
The Act on Management and Supervision stipulates that supervisory
boards of large Dutch public companies, such as Heineken N.V., are
deemed to have a balanced composition if they consist of at least
30 per cent female and 30 per cent male members. The Supervisory
Board will take the balanced composition reguirements into account
when nominating and selecting new candidates for the Supervisory
Board. However, the Supervisory Board is of the opinion that gender
is only one element of diversity, and that experience, background,
knowledge, skills and insight are egually important and relevant
criteria in selecting new members.
Profile
The Supervisory Board has prepared a profile of its size and composition,
taking account of the nature of the business, its activities and the
desired expertise and background of the Supervisory Board members.
The profile deals with the aspects of diversity in the composition of the
Supervisory Board that are relevant to the Company and states what
specific objective is pursued by the Supervisory Board in relation to
diversity. At least one member of the Supervisory Board shall be a
financial expert with relevant knowledge and experience of financial
administration and accounting for listed companies or other large legal
entities. The composition of the Supervisory Board shall be such that
it is able to carry out its duties properly. The profile is available on our
corporate website.
Regulations of the Supervisory Board
The tasks and responsibilities, as well as internal procedural matters
for the Supervisory Board, are addressed in the Regulations of the
Supervisory Board, and are available on our corporate website.
The Supervisory Board appoints from its members a Chairman
(currently Mr. Hans Wijers). The Chairman of the Supervisory Board
may not be a former member of the Executive Board. The Chairman
of the Supervisory Board determines the agenda, chairs the meetings
of the Supervisory Board, ensures the proper functioning of the
Supervisory Board and its Committees, arranges for the adeguate
provision of information to its members and acts on behalf of the
Supervisory Board as the main contact for the Executive Board and
for shareholders regarding the functioning of the Executive Board
and the Supervisory Board members. The Chairman also ensures
the orderly and efficient conduct of the AGM.
The Chairman of the Supervisory Board is assisted in his role by the
Company Secretary. All members of the Supervisory Board have access
to the advice and services of the Company Secretary. The Company
Secretary is responsible for ensuring that procedures are followed
and that the Supervisory Board acts in accordance with its statutory
obligations as well as its obligations under the Articles of Association.
The Supervisory Board appoints from its members a Vice-Chairman
(currently Mr. José Antonio Fernandez Carbajal). The Vice-Chairman
of the Supervisory Board acts as deputy for the Chairman.
The Vice-Chairman acts as contact for individual Supervisory Board
members and Executive Board members concerning the functioning
of the Chairman of the Supervisory Board.
The Supervisory Board can only adopt resolutions in a meeting
if the majority of its members is present or represented at that
meeting. In such meetings, resolutions must be adopted by absolute
majority of the votes cast. In addition, approval of a resolution by
the Supervisory Board, as referred to in Article 8, section 6 under a,
b and c of the Articles of Association, reguires the affirmative vote
of the delegated member.
Induction and training
After appointment to the Supervisory Board, members receive an
induction programme, drawn up by the Company in consultation
with the Chairman of the Supervisory Board. The programme
includes a general information package in respect of the Company
and its corporate governance, as well as meetings with members
of the Executive Committee and other senior management leaders,
and a tour of our brewery in Zoeterwoude, the Netherlands.
Furthermore, the Executive Board provides regular updates to the
Supervisory Board on the Company's operations, legal matters,
corporate governance, accounting and compliance.
Conflict of Interest
The Articles of Association and the Regulations of the Supervisory
Board prescribe how to deal with (apparent) conflicts of interest
between the Company and members of the Supervisory Board. A
member of the Supervisory Board shall not take part in any discussion
or decision-making that involves a subject or transaction in relation to
which he has a personal conflict of interest with the Company. Decisions
to enter into transactions under which Supervisory Board members
have conflicts of interest that are of material significance to the
Company and/or the relevant member(s) of the Supervisory Board
reguire the approval of the Supervisory Board. Any such decisions shall
be published in the annual report for the relevant year, along with a
reference to the conflict of interest and a declaration that the relevant
best practice provisions of the Code have been complied with. Note 35
of the 2014 Financial Statements sets out related party transactions
in 2014.
Remuneration
Supervisory Board members receive a fixed annual remuneration fee,
as determined by the AGM. More information on the remuneration
of Supervisory Board members can be found in note 35 to the 2014
Financial Statements.
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Heineken N.V. Annual Report 2014