To the Shareholders
Reportofthe Reportofthe Financial Other
Contents Overview Executive Board Supervisory Board Statements Information
During the year under review, the Supervisory Board performed
its duties in accordance with primary and secondary legislation
and the Articles of Association of Heineken N.V. and supervised
and advised the Executive Board on an ongoing basis.
Financial statements and profit appropriation
The Supervisory Board hereby submits to the shareholders the financial
statements and the report of the Executive Board for the financial year
2015, as prepared by the Executive Board and approved by the Supervisory
Board in its meeting of 9 February 2016. Deloitte Accountants B.V. audited
the financial statements. Its report can be found on page 142 in the Other
information section.
In line with the Dutch Act on Management and Supervision (Wet bestuur
en toezicht), the profile of the Supervisory Board states that the Supervisory
Board shall pursue that at least 30 per cent of the seats shall be held by men
and at least 30 per cent by women. Currently, 20 per cent of the Supervisory
Board members are female. Diversity and gender are important drivers in
the selection process. With reference thereto, the Supervisory Board will
retain an active and open attitude as regards selecting female candidates,
and has established a list of potential female candidates who will be
considered should a vacancy in the Supervisory Board arise. The Supervisory
Board notes that, in its opinion, 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.
The Supervisory Board recommends that shareholders, in accordance with
the Articles of Association, adopt these financial statements and, as
proposed by the Executive Board, appropriate EUR741 million for payment
of dividend. The underlying principle of the dividend policy is that 30-40 per
cent of net profit before exceptional items and amortisation of acguisition-
related intangible assets (net profit beia) is placed at the disposal of
shareholders for distribution as dividend. The proposed dividend amounts
to EUR1.30 per share of EUR1.60 nominal value, of which EUR0.44 was
paid as an interim dividend on 12 August 2015.
Supervisory Board composition, independence
and remuneration
Composition
The Annual General Meeting (AGM) on 23 April 2015 reappointed
Mr. M.R. de Carvalho as a member of the Supervisory Board for a period
of four years.
Mr. Hans Wijers and Mrs. Mary Minnick will resign by rotation from the
Supervisory Board at the AGM on 21 April 2016. Mr. Wijers is eligible for
reappointment for a period of four years. A non-binding nomination for
his reappointment will be submitted to the AGM. The notes to the agenda
contain further information on the proposed reappointment.
Mrs. Minnick will step down from the Supervisory Board after the AGM on
21 April 2016. Mrs. Minnick has been a member of the Supervisory Board
since 2008, and was a member of the Remuneration Committee and
Americas Committee. The Supervisory Board is grateful for her commitment
over the past eight years and for the way she contributed to the Supervisory
Board and the Committee meetings.
The Supervisory Board has a diverse composition in terms of experience,
gender, nationality and age. Two out of 10 members are women and five
out of 10 members are non-Dutch. There are five nationalities (American,
Belgian, British, Dutch and Mexican) and age ranges between 45 and 70.
The Supervisory Board is of the opinion that a diversity of experience and
skills is represented on its Board.
47 Heineken N.V. Annual Report 2015
