To the Shareholders continued - Sustainability Reportofthe Reportofthe Financial Other Contents Overview Executive Board Supervisory Board Statements Information Independence The Supervisory Board endorses the principle that the composition of the Supervisory Board shall be such that its members are able to act critically and independently of one another and of the Executive Board and any particular interests. In a strictly formal sense. Messrs. Astaburuaga Sanjinés, de Carvalho, Das and Fernandez Carbajal do not meet the applicable criteria for 'independence' as set out in the Dutch Corporate Governance Code dated 10 December 2008. However, the Supervisory Board has ascertained that Messrs. Astaburuaga Sanjinés. de Carvalho. Das and Fernandez Carbajal in fact act critically and independently. Remuneration The AGM determines the remuneration of the members of the Supervisory Board. In 2011the AGM resolved to adjust the remuneration of the Supervisory Board effective 1 January 2011The detailed amounts are stated in the notes to the financial statements. Meetings and activities of the Supervisory Board During 2015, the Supervisory Board held eight meetings with the Executive Board. The agenda included subjects such as the Company's strategy, its financial position, the results of the Regions and operating companies, acguisitions, large investment proposals, the yearly budget, management changes and the internal risk management and control system. The external auditor attended the meeting in which the annual results were discussed. In 2015, specific attention was given to the following: The Supervisory Board had a two-day meeting with the Executive Board to discuss the Company's strategic priorities and main risks of the business. During this meeting, members of the Executive Team presented their respective strategic topics and risks per region or function, as the case may be. The Supervisory Board visited Krakow. Poland, where the Managing Directors of Grupa Zywiec, Heineken Rumania and Brau Union Österreich, and the Senior Director Global Finance Processes Internal Control and Director HEINEKEN Global Shared Services presented developments. In addition, trade visits were made to on- and off- premises in the boroughs around Krakow. During the year, several representatives of senior management were invited to give presentations to the Supervisory Board. In 2015. the following subjects were presented in more detail: - Human Resources and succession planning. Regular Executive Sessions were held without the Executive Board being present. The purpose of these sessions was to evaluate the Supervisory Board meetings and. where relevant, further reflect on particular subjects discussed at the meetings. One Executive Session was dedicated to the evaluation of the Supervisory Board relating to the performance, working methods, procedures and functioning of the Supervisory Board, its committees and its members as well as the functioning of the Executive Board. These evaluations were conducted on the basis of responses to a guestionnaire submitted by the members of the Supervisory Board to the Chairman. The guestionnaire covered topics such as the composition and expertise of the Supervisory Board, access to information, freguency and guality of the meetings, guality and timeliness of the meeting materials, the nature of the topics discussed during meetings and the functioning of the Supervisory Board's committees. The Chairman was evaluated by the Vice- Chairman. The responses provided by the Supervisory Board members indicated that the Board continues to be a well-functioning team. Certain areas were identified that could be improved and it was decided that the Chairman would follow up on a number of specific items. The Chairman of the Supervisory Board met freguently with the CEO. among others, to prepare the Supervisory Board meetings. The Supervisory Board confirms that all Supervisory Board members have adeguate time available to give sufficient attention to the concerns of the Company. In 2015. the attendance rate as a whole was 89 per cent. Nearly all Supervisory Board members were able to attend all eight meetings. Two members were freguently absent (an absence of twice or more is considered freguent). In case of absence, members are fully informed in advance, enabling them to provide input for the meeting, and they are also updated on the meeting outcomes. 48 Heineken N.V. Annual Report 2015

Jaarverslagen en Personeelsbladen Heineken

Jaarverslagen | 2015 | | pagina 49