Report of the
Report of the
Financial
Other
Contents
Overview
Executive Board
Supervisory Board
statements
information
Resolutions subject to Supervisory Board approval
Certain resolutions of the Executive Board are subject to the approval
of the Supervisory Board. Examples are resolutions concerning the
operational and financial objectives of the Company, the strategy
designed to achieve the objectives, the parameters to be applied in
relation to the strategy (for example, in respect of the financial ratios)
and corporate social responsibility issues that are relevant to the
Company. Also, decisions to enter into transactions under which
Executive Board or Supervisory Board members would have conflicts
of interest that are of material significance to the Company and/or
to the relevant Executive Board member/Supervisory Board member
reguire the approval of the Supervisory Board. Further reference is
made to Article 8 paragraph 6 of the Articles of Association, which
contains a list of resolutions of the Executive Board that reguire
Supervisory Board approval.
Delegated Member
TheAGM may appoint one of the Supervisory Board members
as Delegated Member. Mr. Maarten Das currently acts as the
Delegated Member. The delegation to the Delegated Member does
not extend beyond the duties of the Supervisory Board and does not
comprise the management of the Company. It intends to effect a
more intensive supervision and advice and more regular consultation
with the Executive Board. The Delegated Member has a veto right
concerning resolutions of the Supervisory Board to approve the
resolutions of the Executive Board referred to in Article 8 paragraph 6
under a, b and c of the Articles of Association of the Company.
The role of Delegated Member is consistent with best practice
provision III.6.6 of the Code, except insofar that the delegation is not
temporary but is held for the term for which the member concerned
is appointed by the AGM. The Company is of the opinion that the
position of Delegated Member, which has been in existence since
1952, befits the structure of the Company.
Committees
The Supervisory Board has five committees: the Preparatory Committee,
the Audit Committee, the Remuneration Committee, the Selection
Appointment Committee and the Americas Committee.
The function of these committees is to prepare the decision-making
of the Supervisory Board. The Supervisory Board has drawn up
regulations for each committee, which indicate the role and
responsibility of the committee concerned, its composition and the
manner in which it discharges its duties. The regulations of the Audit
Committee, Remuneration Committee and Selection Appointment
Committee provide that at least two of its respective members are
'independent' (within the meaning of best practice provision III.2.2
of the Code), whereas the regulations of the Americas Committee
and Preparatory Committee do not stipulate a minimum number
of 'independent' members. These regulations are available on our
corporate website.
The Report of the Supervisory Board states the composition
of the committees, the number of committee meetings and
the main items discussed.
Preparatory Committee
The Preparatory Committee prepares decision-making of the
Supervisory Board on matters not already handled by any of the
other committees, such as in relation to acguisitions and investments.
Audit Committee
The Audit Committee may not be chaired by the Chairman of the
Supervisory Board or by a former member of the Executive Board.
At least one member of the Audit Committee shall be a financial expert
with relevant knowledge and experience of financial administration
and accounting for listed companies or other large legal entities.
The Audit Committee focuses on supervising the activities of the
Executive Board with respect to (i) the operation of the internal risk
management and control system, including the enforcement of
the relevant primary and secondary legislation and supervising
the operation of codes of conduct, (ii) the provision of financial
information by the Company, (iii) compliance with recommendations
and observations of internal and external auditors, (iv) the role and
functioning of the internal audit function, (v) the policy of the
Company on tax planning, (vi) relations with the external auditor,
including, in particular, its independence, remuneration and any
non-audit services for the Company, (vii) the financing of the
Company and (viii) the applications of information and
communication technology.
The Audit Committee acts as the principal contact for the external
auditor if the external auditor discovers irregularities in the content
of the financial reporting.
The Audit Committee meets with the external auditor as often
as it considers necessary, but at least once a year, without the
Executive Board members being present.
Remuneration Committee
The Remuneration Committee may not be chaired by the Chairman
of the Supervisory Board or by a former member of the Executive
Board or by a Supervisory Board member who is a member of the
management board of another listed company. Elowever, given
the structure of the Heineken Group and the character of the
Board of Directors of Heineken Holding N.V.,the regulations of the
Remuneration Committee permit that the Remuneration Committee
is chaired by a Supervisory Board member who is a member of the
Board of Directors of Heineken Holding N.V. The current Chairman
of the Remuneration Committee, Mr. Maarten Das, is a Non-
Executive Director (and Chairman) of Heineken Holding N.V.
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Heineken N.V. Annual Report 201A
