Corporate Governance Statement continued
Reportofthe Reportofthe Financial Other
Contents Overview Executive Board Supervisory Board Statements Information
The Supervisory Board can only adopt resolutions in a meeting if the
majority of its members is present or represented at that meeting.
In such meetings, resolutions must be adopted by absolute majority of
the votes cast. In addition, approval of a resolution by the Supervisory
Board, as referred to in Article 8. section 6 under a. b and c of the Articles
of Association, reguires the affirmative vote of the delegated member.
Induction and training
After appointment to the Supervisory Board, members receive an induction
programme, drawn up by the Company in consultation with the Chairman
of the Supervisory Board. The programme includes a general information
package in respect of the Company and its corporate governance, as well
as meetings with members of the Executive Team and other senior
management leaders, and a tour of our brewery in Zoeterwoude, the
Netherlands. Furthermore, the Executive Board provides regular updates
to the Supervisory Board on the Company's operations, legal matters,
corporate governance, accounting and compliance.
Conflict of interest
The Articles of Association and the Regulations of the Supervisory Board
prescribe how to deal with (apparent) conflicts of interest between the
Company and members of the Supervisory Board. A member of the
Supervisory Board shall not take part in any discussion or decision-making
that involves a subject or transaction in relation to which he has a personal
conflict of interest with the Company. Decisions to enter into transactions
under which Supervisory Board members have conflicts of interest that
are of material significance to the Company and/or the relevant memberfs)
of the Supervisory Board reguire the approval of the Supervisory Board.
Any such decisions shall be published in the Annual Report for the relevant
year, along with a reference to the conflict of interest and a declaration
that the relevant best practice provisions of the Code have been complied
with. Note 35 of the 2015 Financial Statements sets out related party
transactions in 2015.
Remuneration
Supervisory Board members receive a fixed annual remuneration fee.
as determined by the AGM. More information on the remuneration
of Supervisory Board members can be found in note 35 to the 2015
Financial Statements.
Resolutions subject to Supervisory Board approval
Certain resolutions of the Executive Board are subject to the approval of
the Supervisory Board. Examples are resolutions concerning the operational
and financial objectives of the Company, the strategy designed to achieve
the objectives, the parameters to be applied in relation to the strategy (for
example, in respect of the financial ratios) and corporate social responsibility
issues that are relevant to the Company. Also, decisions to enter into
transactions under which Executive Board or Supervisory Board members
would have conflicts of interest that are of material significance to the
Company and/or to the relevant Executive Board member/Supervisory
Board member reguire the approval of the Supervisory Board. Further
reference is made to Article 8 paragraph 6 of the Articles of Association,
which contains a list of resolutions of the Executive Board that reguire
Supervisory Board approval.
Delegated Member
The AGM may appoint one of the Supervisory Board members
as Delegated Member. Mr. M. Das currently acts as the Delegated Member.
The delegation to the Delegated Member does not extend beyond the
duties of the Supervisory Board and does not comprise the management
of the Company. It intends to effect a more intensive supervision and advice
and more regular consultation with the Executive Board. The Delegated
Member has a veto right concerning resolutions of the Supervisory Board
to approve the resolutions of the Executive Board referred to in Article 8
paragraph 6 under a. b and c of the Articles of Association of the Company.
The role of Delegated Member is consistent with best practice provision
III.6.6 of the Code, except insofar that the delegation is not temporary
but is held for the term for which the member concerned is appointed
by the AGM. The Company is of the opinion that the position of
Delegated Member, which has been in existence since 1952, befits
the structure of the Company.
Committees
The Supervisory Board has five committees: the Preparatory Committee,
the Audit Committee, the Remuneration Committee, the Selection
Appointment Committee and the Americas Committee.
39 Heineken N.V. Annual Report 2015