Corporate Governance Statement continued
Contents
Overview
Report of the
Executive Board
Reportofthe Financial Other
Supervisory Board Statements Information
The function of these committees is to prepare the decision-making of
the Supervisory Board. The Supervisory Board has drawn up regulations for
each committee, which indicate the role and responsibility of the committee
concerned, its composition and the manner in which it discharges its duties.
The regulations of the Audit Committee. Remuneration Committee and
Selection Appointment Committee provide that at least two of its
respective members are 'independent' (within the meaning of best practice
provision III.2.2 of the Code), whereas the regulations of the Americas
Committee and Preparatory Committee do not stipulate a minimum
number of'independent' members. These regulations are available
on our corporate website.
The Report of the Supervisory Board states the composition of
the committees, the number of committee meetings and the main
items discussed.
Preparatory Committee
The Preparatory Committee prepares decision-making of the Supervisory
Board on matters not already handled by any of the other committees,
such as in relation to acguisitions and investments.
Audit Committee
The Audit Committee may not be chaired by the Chairman of the
Supervisory Board or by a former member of the Executive Board.
At least one member of the Audit Committee shall be a financial expert
with relevant knowledge and experience of financial administration
and accounting for listed companies or other large legal entities.
The Audit Committee focuses on supervising the activities of the Executive
Board with respect to (i) the operation of the internal risk management
and control system, including the enforcement of the relevant primary
and secondary legislation and supervising the operation of codes of
conduct, (ii) the provision of financial information by the Company,
(iii) compliance with recommendations and observations of internal and
external auditors, (iv) the role and functioning of the internal audit function,
(v) the policy of the Company on tax planning, (vi) relations with the
external auditor, including, in particular, its independence, remuneration and
any non-audit services for the Company, (vii) the financing of the Company
and (viii) the applications of information and communication technology.
The Audit Committee acts as the principal contact for the external
auditor if the external auditor discovers irregularities in the content
of the financial reporting.
The Audit Committee meets with the external auditor as often
as it considers necessary, but at least once a year, without the
Executive Board members being present.
Remuneration Committee
The Remuneration Committee may not be chaired by the Chairman
of the Supervisory Board or by a former member of the Executive Board
or by a Supervisory Board member who is a member of the management
board of another listed company. Elowever, given the structure of the
Heineken Group and the character of the Board of Directors of Heineken
Holding N.V., the regulations of the Remuneration Committee permit that
the Remuneration Committee is chaired by a Supervisory Board member
who is a member of the Board of Directors of Heineken Holding N.V.
The current Chairman of the Remuneration Committee. Mr. M. Das.
is a Non-Executive Director (and Chairman) of Heineken Holding N.V.
No more than one member of the Remuneration Committee may be
a member of the management board of another Dutch listed company.
The Remuneration Committee, inter alia, makes the proposal to the
Supervisory Board for the remuneration policy to be pursued, and makes
a proposal for the remuneration of the individual members of the Executive
Board for adoption by the Supervisory Board.
Selection Appointment Committee
The Selection Appointment Committee, inter alia, (i) draws up selection
criteria and appointment procedures for Supervisory Board members and
Executive Board members, (ii) periodically assesses the size and composition
of the Supervisory Board and the Executive Board, and makes a proposal
for a composition profile of the Supervisory Board, (iii) periodically assesses
the functioning of individual Supervisory Board members and Executive
Board members and reports on this to the Supervisory Board, (iv) makes
proposals for appointments and reappointments, (v) supervises the
policy of the Executive Board on the selection criteria and appointment
procedures for senior management, and (vi) decides on a reguest from
Executive Board members to accept a board membership of a Large
Dutch Entity (as defined above) or foreign eguivalent.
40 Heineken N.V. Annual Report 2015
