37 Corporate Governance Statement (continued) Heineken NV. Report of the Report of the Financial Sustainability Other Annual Report 2016 Introduction Executive Board Supervisory Board Statements Review Information Javier (J.G.) Astaburuaga Sanjinés (1959) Mexican nationality; male. Appointed in 2010; latest reappointment in 2014*. Profession: Senior Vice President Corporate Development Fomento Económico Mexicano S.A.B. de CV (FEMSA). No supervisory board seats (or non-executive board memberships) in Large Dutch Entities**. Other positions***: Coca-Cola Femsa S.A.B. de C.V. and Fundación Femsa. Hendrik (H.) Scheffers (1948) Dutch nationality; male. Appointed in 2013*. Profession: Company Director. Supervisory board seats (or non-executive board memberships) in Large Dutch Entities**: Aalberts Industries NV (Chairman); Royal BAM Group N.V. (Vice-Chairman). Jean Marc (J.M.) Huët (1969) Dutch nationality; male. Appointed in 2014*. Profession: Company Director Supervisory board seats (or non-executive board memberships) in Large Dutch Entities**: SHV Holdings NV Other positions***: Delta Topco Limited and Canada Goose Incorporated. Pamela (P.) Mars-Wright (1960) American nationality; female. Appointed in 2016*. Profession: Company Director. Supervisory board seats (or non-executive board memberships) in Large Dutch Entities**: SHV Holdings NV Other positions***: Mars, Incorporated. Yonca (Y.) Brunini (1969) British nationality; female. Appointed in 2016*. Profession: VP Marketing EMEA at Google. No supervisory board seats (or non-executive board memberships) in Large Dutch Entities**. For the maximum period of four years. Large Dutch Entities are Dutch N.V.s, B.V.s or Foundations (that are required to prepare annual accounts pursuant to Chapter 9 of Book 2 of the Dutch Civil Code or similar legislation) that meet two of the following criteria (on a consolidated basis) on two consecutive balance sheet dates: (i) The value of the assets (according to the balance sheet with the explanatory notes and on the basis of acquisition and manufacturing costs) exceeds EUR 20 million; (ii) The net turnover exceeds EUR 40 million; (iii) The average number of employees is at least 250. Under 'Other positions', other functions are mentioned that may be relevant to performance of the duties of the Supervisory Board. The Supervisory Board endorses the principle that the composition of the Supervisory Board is such that the members are able to act critically and independently of one another and of the Executive Board. Each Supervisory Board member is capable of assessing the broad outline of the overall strategy of the Company and its businesses and carrying out its duties properly. Given the structure of the Heineken group, the Company is of the opinion that, in the context of preserving the continuity of the Heineken group and ensuring a focus on long term value creation, it is in its best interest and that of its stakeholders that the Supervisory Board includes a fair and adequate representation of persons who are related by blood or marriage to the late Mr. A.H. Heineken (former chairman of the Executive Board), or who are members of the Board of Directors of Heineken Holding N.V., even if those persons would not, formally speaking, be considered 'independent' within the meaning of best practice provision III.2.2 of the Code. In that respect the Company does not apply best practice provision III.2.1 of the Code, which provides that all supervisory board members, with the exception of not more than one person, shall be 'independent'. As a consequence, the Company also does not apply best practice provision III.2.3 of the Code, to the extent that this provision provides that the supervisory report shall state that best practice provision III.2.1 has been fulfilled.

Jaarverslagen en Personeelsbladen Heineken

Jaarverslagen | 2016 | | pagina 38