To the Shareholders :ontinued
Report of the
Report of the
Financial
Other
Contents
Overview
Executive Board
Supervisory Board
statements
information
Executive Board composition
Mr. René Hooft Graafland will step down as a member of the
Executive Board and Chief Financial Officer on 24 April 2015.
Mr. René Hooft Graafland has been a member of the Executive
Board since 2002, and has been Chief Financial Officer since 2005.
The Supervisory Board recognizes and is grateful for his extraordinary
career with, and contribution to the Company over the past 34 years,
including his commitment over the past 13 years as member of the
Executive Board (of which the last 10 years as Chief Financial Officer).
A non-binding nomination will be submitted totheAGM for the
appointment of Mrs. Laurence Debroux to the Executive Board as
of 24 April 2015 for a period of four years. Mrs. Laurence Debroux will
hold the position of Chief Financial Officer. Further information on
the proposed appointment shall be set out in the notes to the 2015
AGM agenda.
Meetings and activities of the Supervisory Board
During 2014, the Supervisory Board held eight meetings with the
Executive Board. The agenda included subjects such as the Company's
strategy, its financial position, the results of the Regions and Operating
Companies, acguisitions, large investment proposals, the yearly
budget, management changes and the internal risk management
and control system. The external auditor attended the meeting in
which the annual results were discussed. In 2014, specific attention
was given to the following:
The Supervisory Board had a two-day meeting with the Executive
Board to discuss the Company's strategic priorities. During this
meeting, the five Regional Presidents presented their regional
strategic topics.
The Supervisory Board visited New York, USA, where local
management of Heineken USA, and the Managing Directors of
CCM Mexico, Heineken Brasil and Caribbean Americas Exports
presented developments. The Supervisory Board also met with
representatives of key distributors and a retailer of Heineken USA.
In addition, trade visits were made to on- and off-premises in the
boroughs around Manhattan.
During the year, several representatives of senior management
were invited to give presentations to the Supervisory Board.
In 2014, the following subjects were presented in more detail:
- Sustainability
- Human Resources and succession planning.
The Supervisory Board and Executive Board reviewed the approach
by SABMiller pic regarding the potential acguisition of the
Company. After having consulted with its majority shareholder
(Heineken Holding N.V.), the Company concluded that SABMiller's
proposal was non-actionable.
Regular Executive Sessions were held without the Executive Board
being present. The purpose of these sessions was to evaluate the
Supervisory Board meetings and, where relevant, further reflect
on particular subjects discussed at the meetings. One Executive
Session was dedicated to the evaluation of the Supervisory Board
relating to the performance, working methods, procedures and
functioning of the Supervisory Board, its committees and its
members as well as the functioning of the Executive Board.
The evaluation was facilitated by a third-party service provider.
An induction programme wasset up for Mr. lean-Marc Huët. As
part of the programme, Mr. lean-Marc Huët had meetings with
several senior executives and visited the brewery in Zoeterwoude,
the Netherlands.
The Chairman of the Supervisory Board met freguently with the CEO,
among others, to prepare the Supervisory Board meetings.
The Supervisory Board confirms that all Supervisory Board members
have adeguate time available to give sufficient attention to the
concerns of the Company. In 2014, the attendance rate as a whole
was 94 per cent. Two additional meetings were scheduled at short
notice. Nevertheless, nearly all Supervisory Board members were able
to attend all eight meetings. One member was absent three times.
In case of absence, members are fully informed in advance, enabling
them to provide input for the meeting, and they are also updated on
the meeting outcomes.
Committees
The Supervisory Board has five Committees: the Preparatory
Committee, the Audit Committee, the Selection Appointment
Committee, the Remuneration Committee and the Americas
Committee. The terms of reference for the Committees are posted
on the Company's website.
The following changes were made to the composition of the Audit
Committee on 24 April 2014 (the date of the 2014 AGM):
Mr. Henk Scheffers succeeded Mr. De long as Chairman of the
Audit Committee.
Mr. lean-Marc Huët was appointed to the Audit Committee.
Preparatory Committee
Composition: Messrs. Wijers (Chairman), de Carvalho, Das and
Fernandez Carbajal. The Preparatory Committee met eight times.
The Committee prepares decision-making by the Supervisory Board
on matters not already handled by any of the other Committees,
such as in relation to acguisitions and investments.
Heineken N.V. Annual Report 2014
