Corporate Governance Statement continued
Contents
Overview
Report of the
Executive Board
Reportofthe Financial Other
Supervisory Board Statements Information
The Supervisory Board endorses the principle that the composition
of the Supervisory Board is such that the members are able to act critically
and independently of one another and of the Executive Board. Each
Supervisory Board member is capable of assessing the broad outline
of the overall strategy of the Company and its businesses and carrying
out its duties properly.
The majority of the Supervisory Board consists of 'independent' members
within the meaning of best practice provision III.2.2 of the Code. Four
of its members (i.e. Messrs. de Carvalho, Das. Fernandez Carbajal and
Astaburuaga Sanjinés) do not meet the applicable criteria for being
'independent'. In this respect, it is relevant to note that the appointment
of Messrs. Fernandez Carbajal and Astaburuaga Sanjinés is based on
the contractual arrangements concluded between (among others) the
Company and FEMSA in connection with the acguisition by the Company
of FEMSA's beer activities in 2010; these arrangements were approved
by the AGM on 22 April 2010.
Best practice provision III.3.5 of the Code provides that a person may be
appointed to the supervisory board for a maximum of three four-year terms.
Flowever, in the interest of preserving the core values and the structure of
the Company, this maximum term will not be applied to members of the
Supervisory Board who are related by blood or marriage to the late Mr. A.H.
Fleineken or to members who are also members of the Board of Directors
of Fleineken FHolding N.V.
The Supervisory Board has drawn up a rotation schedule in order to
avoid, as far as possible, a situation in which many Supervisory Board
members retire at the same time. The rotation schedule is available
on our corporate website.
The Act on Management and Supervision stipulates that supervisory boards
of large Dutch public companies, such as Fleineken N.V, are deemed to have
a balanced composition if they consist of at least 30 per cent female and
30 per cent male members. The Supervisory Board currently consists of
eight male and two female members. The Supervisory Board will take the
balanced composition reguirements into account when nominating
and selecting new candidates for the Supervisory Board. Flowever. the
Supervisory Board is of the opinion that 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.
Profile
The Supervisory Board has prepared a profile of its size and composition,
taking account of the nature of the business, its activities and the desired
expertise and background of the Supervisory Board members. The profile
deals with the aspects of diversity in the composition of the Supervisory
Board that are relevant to the Company and states what specific objective
is pursued by the Supervisory Board in relation to diversity. At least one
member of the Supervisory Board shall be a financial expert with relevant
knowledge and experience of financial administration and accounting
for listed companies or other large legal entities. The composition of
the Supervisory Board shall be such that it is able to carry out its duties
properly. The profile is available on our corporate website.
Regulations of the Supervisory Board
The tasks and responsibilities, as well as internal procedural matters
for the Supervisory Board, are addressed in the Regulations of the
Supervisory Board, and are available on our corporate website.
The Supervisory Board appoints from its members a Chairman (currently
Mr. G.J. Wijers). The Chairman of the Supervisory Board may not be
a former member of the Executive Board. The Chairman of the Supervisory
Board determines the agenda, chairs the meetings of the Supervisory
Board, ensures the proper functioning of the Supervisory Board and
its Committees, arranges for the adeguate provision of information
to its members and acts on behalf of the Supervisory Board as the
main contact for the Executive Board and for shareholders regarding the
functioning of the Executive Board and the Supervisory Board members.
The Chairman also ensures the orderly and efficient conduct of the AGM.
The Chairman of the Supervisory Board is assisted in his role by the
Company Secretary. All members of the Supervisory Board have access
to the advice and services of the Company Secretary. The Company
Secretary is responsible for ensuring that procedures are followed and
that the Supervisory Board acts in accordance with its statutory obligations
as well as its obligations under the Articles of Association.
The Supervisory Board appoints from its members a Vice-Chairman
(currently Mr. J.A. Fernandez Carbajal). The Vice-Chairman of the
Supervisory Board acts as deputy for the Chairman. The Vice-Chairman
acts as contact for individual Supervisory Board members and Executive
Board members concerning the functioning of the Chairman of the
Supervisory Board.
38 Fleineken N.V. Annual Report 2015
