To the Shareholders
Report of the Supervisory Board
Report of the
Report of the
Financial
Other
Contents
Overview
Executive Board
Supervisory Board
statements
information
During the year under review, the Supervisory Board performed
its duties in accordance with primary and secondary legislation
and the Articles of Association of Heineken N.V. and supervised
and advised the Executive Board on an ongoing basis.
Financial statements and profit appropriation
The Supervisory Board hereby submits to the shareholders the
financial statements and the report of the Executive Board for the
financial year 2014, as prepared by the Executive Board and approved
by the Supervisory Board in its meeting of 10 February 2015. KPMG
Accountants N.V. audited the financial statements. Its report can be
found on page 140 in the Other information section.
The Supervisory Board recommends that shareholders, in accordance
with the Articles of Association, adopt these financial statements.
The Company has decided to widen the pay-out range of the dividend
policy to 30-40 per cent of net profit before exceptional items and
amortisation of acguisition-related intangible assets (net profit beia).
The former pay-out range was 30-35 per cent of net profit beia.
The Executive Board shall propose to appropriate a total dividend
of EUR632 million for 2014. The proposed dividend amounts to
EUR1.10 per share of EUR1.60 nominal value, representing a pay-out
of 35.9 per cent of net profit beia, of which EU R0.35 was paid as
an interim dividend on 2 September 2014. The Supervisory Board
recommends that shareholders approve the proposed 2014
dividend pay-out.
Supervisory Board composition, independence
and remuneration
Composition
The Annual General Meeting (AGM) on 24 April 2014 appointed
Mr. Jean-Marc Huët as a member of the Supervisory Board for a period
of four years. Mr. Jean-Marc Huët became a member of the Audit
Committee. Mr. J.M. de Jong stepped down as member of the
Supervisory Board after the AGM on 24 April 2014. Mrs. Annemiek
Fentener van Vlissingen and Messrs. J.A. Fernandez Carbajal and
J.G. Astaburuaga Sanjinés were reappointed as members of the
Supervisory Board for a period of four years.
The Supervisory Board has a diverse composition in terms of experience,
gender, nationality and age. Two out of 10 members are women and five
out of 10 members are non-Dutch. There are five nationalities (American,
Belgian, British, Dutch and Mexican) and age ranges between 45 and 70.
The Supervisory Board is of the opinion that the present composition
broadly reflects the markets HEINEKEN operates in.
Inline with the Dutch Act on Management and Supervision (Wet
bestuur en toezicht), the profile of the Supervisory Board states that
the Supervisory Board shall pursue that at least 30 per cent of the
seats shall be held by men and at least 30 per cent by women.
Currently, 20 per cent of the Supervisory Board members are female.
Diversity and gender are important drivers in the selection process.
With reference thereto, the Supervisory Board will retain an active
and open attitude as regards selecting female candidates, and
has established a list of potential female candidates who will be
considered should a vacancy in the Supervisory Board arise.
The Supervisory Board notes that, in its opinion, 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.
Mr. Michel de Carvalho will resign by rotation from the Supervisory
Board at the AGM on 23 April 2015. Mr. Michel de Carvalho is
eligible for reappointment for a period of four years. A non-binding
nomination for his reappointment will be submitted to the AGM.
The notes to the agenda contain further information on the
proposed reappointment.
Independence
The Supervisory Board endorses the principle that the composition
of the Supervisory Board shall be such that its members are able to
act critically and independently of one another and of the Executive
Board and any particular interests. In a strictly formal sense, Messrs.
Astaburuaga Sanjinés, de Carvalho, Das and Fernandez Carbajal
do not meet the applicable criteria for 'independence' as set out in
the Dutch Corporate Governance Code dated 10 December 2008.
However, the Supervisory Board has ascertained that Messrs.
Astaburuaga Sanjinés, de Carvalho, Das and Fernandez Carbajal
in fact act critically and independently.
Remuneration
The AGM determines the remuneration of the members of the
Supervisory Board. In 2011, the AGM resolved to adjust the remuneration
of the Supervisory Board effective 1 January 2011. The detailed
amounts are stated in the notes to the financial statements.
45
Heineken N.V. Annual Report 2014
