Report of the
Report of the
Financial
Other
Contents
Overview
Executive Board
Supervisory Board
statements
information
Audit Committee
Composition: Messrs. Scheffers (Chairman), Astaburuaga Sanjinés,
Huët and M rs. Annemiek Fentener van Vlissingen. The Audit Committee
met four times. The members collectively have the experience and
financial expertise to supervise the financial statements and the risk
profile of Heineken N.V.
The Executive Board attended all meetings, and so did the external
auditor, the Executive Director Global Audit and the Chief Business
Services Officer.
The Executive Director Global Audit has direct access to the Audit
Committee, primarily through its chairman. During the year, the
Audit Committee met once with the external auditors and once
with the Executive Director Global Audit, in both instances without
management being present.
The Committee supervises the activities of the Executive Board with
respect to the publication of financial information. The Committee
reviews, together with the Executive Board and the external auditor,
the appropriateness of the half-year reporting and the annual
financial statements, focusing on:
The decisions made on the selection and application
of accounting policies.
The reliability and completeness of disclosures.
Compliance with financial and other reporting reguirements.
Significant judgements, estimates and assumptions used in
preparing the reports in respect of, among others, accounting
for acguisitionsand divestments, the annual impairment test
and determining the level of provisions.
Any correspondence from regulators in relation to our
financial reporting.
At the beginning of the year, the Committee reviews the audit
plan of the external auditor as well as the internal audit plan.
The Committee focuses mainly on the scoping, key risks, staffing
and budget. During the year, the Committee reviews the reports
of the external and the internal auditor in respect of these items.
Furthermore, the Committee in 2014 discussed recurring topics,
such as:
The effectiveness and the outcome of the internal control and risk
management processes.
Status updates on the developments of Global Business Services
(including the IT programmes, Global Procurement and Financial
Shared Services), Global Treasury and Tax, and Global Legal Affairs.
Functional updates in respect of tax, treasury, pensions, litigation
and risk management.
HEINEKEN's governance, risk and compliance (GRC) activities,
including the HEINEKEN Company Rules and the HEINEKEN
Code of Business Conduct.
Post Audit Reviews of large investments.
Transition Plan of Deloitte (as incoming auditor) and Deloitte's
2015 Audit Plan.
The outcome of the annual Letter of Representation process
and the reports from the Integrity Committee related to fraud
reporting and Speak Up policy.
Selection Appointment Committee
Composition: Messrs. Wijers (Chairman), de Carvalho, Das,
Fernandez Carbajal, and Mrs. Annemiek Fentener van Vlissingen.
The Selection Appointment Committee met five times.
In 2014, the following subjects were discussed:
The composition and rotation schedule of the Supervisory Board,
including a list of potential female candidates for appointment
to the Supervisory Board.
The composition and rotation schedule of the Executive Board,
including a review and selection of candidates for the succession
of Mr. René Hooft Graafland.
Remuneration Committee
Composition: Messrs. Das (Chairman), de Carvalho, Wijers and
Mrs. Mary Minnick. The Remuneration Committee met four times.
The Committee made recommendations to the Supervisory Board
on target setting and payout levels for the STV and LTV awards to
the Executive Board (including the recalibration of the performance
conditions of the LTV award to the Executive Board over the
performance periods 2012-2014 and 2013-2015).
The Remuneration Committee received a presentation on trends
in executive remuneration and executive remuneration governance
in order to fulfil its remuneration governance responsibilities.
The presentation aimed to review, among other things, alignment of
HEINEKEN's remuneration practices with its remuneration principles,
to provide an overview of HEINEKEN's competitive positioning versus
the market, to assess the relation between actual remuneration and
performance and to update the Committee on executive compensation
trends and regulatory developments. A copy of the report was also
submitted to the full Supervisory Board.
Heineken N.V. Annual Report 2014
