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