Corporate Governance Statement continued
Reportofthe Reportofthe Financial Other
Contents Overview Executive Board Supervisory Board Statements Information
Remuneration
In line with the remuneration policy adopted by the AGM, the remuneration
of the members of the Executive Board is determined by the Supervisory
Board, upon recommendation of the Remuneration Committee. The
remuneration policy and the elements of the remuneration of the Executive
Board members are set out in the Remuneration Report and notes 29 and
35 to the Financial Statements. The main elements of the employment
agreement with Mr. Van Boxmeer and the service agreement with Mrs.
Debroux are available on our corporate website.
Risk Management and Control System for Financial Reporting
The risk management and control system for financial reporting includes
clear accounting policies, a standard chart of accounts and annual Letters
of Representation signed by regional, functional and local management.
Common systems and embedded control frameworks support common
accounting and regular financial reporting in standard forms. Internal
controls over financial reporting are part of the assurance model,
implemented and operated by management, monitored and assessed
by the Process Control Improvement function. A review by the internal
audit function provides additional assurance on the financial reporting.
The external auditor also reports on internal control issues through their
management letters, and attend the regional and certain local
assurance meetings.
Supervisory Board
General
The role of the Supervisory Board is to supervise the management
of the Executive Board and the general affairs of the Company
and its affiliated enterprises, as well as to assist the Executive Board
by providing advice. In discharging its role, the Supervisory Board
shall be guided by the interests of the Company and its affiliated
enterprises and shall take into account the relevant interest of the
Company's stakeholders.
The supervision of the Executive Board by the Supervisory Board includes
the achievement of the Company's objectives, the corporate strategy
and the risks inherent in the business activities, the design and effectiveness
of the internal risk and control system, the financial reporting process,
compliance with primary and secondary legislation, the Company-
shareholder relationship and corporate social responsibility issues that
are relevant to the Company.
The Supervisory Board evaluates at least once a year the corporate
strategy and main risks to the business, and the result of the assessment
by the Executive Board of the design and effectiveness of the internal
risk management and control system, as well as any significant
changes thereto.
The division of duties within the Supervisory Board and the procedure
of the Supervisory Board are laid down in the Regulations for the
Supervisory Board, which are available on our corporate website.
The Supervisory Board members are appointed by the AGM from
a non-binding nomination drawn up by the Supervisory Board. The
AGM can dismiss members of the Supervisory Board by a majority
of the votes cast, if the subject majority at least represents one-third
of the issued capital.
Composition of the Supervisory Board
The Supervisory Board consists of 10 members: Hans Wijers (Chairman),
José Antonio Fernandez Carbajal (Vice-Chairman), Maarten Das, Michel
de Carvalho, Annemiek Fentener van Vlissingen, Mary Minnick, Christophe
Navarre, Javier Astaburuaga Sanjinés, Henk Scheffers and lean Marc Huët.
Information on these Supervisory Board members is provided below.
Hans (GJ.) Wijers (1951)
Dutch nationality; male.
Appointed in 2012*; Chairman (as of 2013).
Profession: Company Director.
Supervisory board seats (or non-executive board memberships)
in Large Dutch Entities**: AFC Ajax N.V. (Chairman)
Other positions***: Royal Dutch Shell pic (Deputy Chairman);
GlaxoSmithKline pic; HAL Holding N.V.; Natuurmonumenten (Chairman);
Concertgebouw N.V. (Chairman).
José Antonio (I.A.) Fernandez Carbajal (1954)
Mexican nationality; male.
Appointed in 2010; latest reappointment in 2014*.
Vice-Chairman (as of 2010).
Profession: Executive Chairman Fomento Económico Mexicano
S.A.B. de C.V. (FEMSA).
Supervisory board seats (or non-executive board memberships)
in Large Dutch Entities**: Heineken Holding N.V.
Other positions***: Coca-Cola Femsa S.A.B. de C.V. (Chairman); Tecnológico
de Monterrey (Chairman); Fundación Femsa (Chairman); participates on
Boards of Industrias Penoles and Grupo Televisa.
36 Heineken N.V. Annual Report 2015
