To the Shareholders continued
Reportofthe Reportofthe Financial Other
Contents Overview Executive Board Supervisory Board Statements Information
Committees
The Supervisory Board has five Committees: the Preparatory Committee,
the Audit Committee, the Selection Appointment Committee, the
Remuneration Committee and the Americas Committee. The terms of
reference for the Committees are posted on the Company's website.
Preparatory Committee
Composition: Messrs. Wijers (Chairman), de Carvalho, Das and Fernandez
Carbajal. The Preparatory Committee met seven times. The Committee
formulates decision-making by the Supervisory Board on matters not
already handled by any of the other Committees, such as in relation to
acquisitions and investments.
Audit Committee
Composition: Messrs. Scheffers (Chairman), Astaburuaga Sanjinés,
Huët and Mrs. Fentener van Vlissingen. The Audit Committee met four
times. The members collectively have the experience and financial expertise
to supervise the financial statements and the risk profile of Heineken N.V.
The Executive Board attended all meetings, and so did the external auditor,
the Executive Director Global Audit, the Chief Business Services Officer
(up to 12 May 2015) and, the Director Global Accounting and Reporting
(as of 30 July 2015).
The Executive Director Global Audit has direct access to the Audit
Committee, primarily through its chairman. During the year, the
Audit Committee met once with the external auditors and once
with the Executive Director Global Audit, in both instances without
management being present.
The Committee supervises the activities of the Executive Board with
respect to the publication of financial information. The Committee
reviews, in the presence of the Executive Board and the external auditor,
the appropriateness of the half-year reporting and the annual financial
statements, focusing on:
The decisions made on the selection and application
of accounting policies.
The reliability and completeness of disclosures.
Compliance with financial and other reporting requirements.
Significant judgements, estimates and assumptions used in preparing
the reports in respect of, among others, accounting for acquisitions
and divestments, the annual impairment test and determining
the level of provisions.
Any correspondence from regulators in relation to our
financial reporting.
At the beginning of the year, the Committee reviews the audit plan of the
external auditor as well as the internal audit plan. The Committee focuses
mainly on the scoping, key risks, staffing and budget. During the year, the
Committee reviews the reports of the external and the internal auditor in
respect of these items.
Furthermore, the Committee in 2015 discussed recurring topics,
such as:
The effectiveness and the outcome of the internal control and risk
management systems, as well as changes made and improvements
planned to these systems.
Functional updates in respect of Global Information Systems,
Global Procurement, Financial Shared Services, Global Treasury
and Tax, Pensions, Litigation and Risk Management.
HEINEKEN's governance, risk and compliance (GRC) activities,
including the HEINEKEN Company Rules and the HEINEKEN
Code of Business Conduct.
Post Audit Reviews of large investments.
The outcome of the annual Letter of Representation process and
the report from the Integrity Committee related to fraud reporting
and Speak Up policy.
The Chairman of the Audit Committee informed the Supervisory Board
of the discussions held in the Audit Committee in respect of these
recurring topics.
Selection Appointment Committee
Composition: Messrs. Wijers (Chairman), de Carvalho, Das,
Fernandez Carbajal, and Mrs. Fentener van Vlissingen.
The Selection Appointment Committee met five times.
In 2015, the following subjects were discussed:
The composition and rotation schedule of the Supervisory Board
Female representation on the Supervisory Board, including a list
of potential female candidates.
The composition of the Executive Team (which took effect as
of 1 July 2015).
49 Heineken N.V. Annual Report 2015
