Corporate Governance Statement (continued)
Regulations of the Supervisory Board
Report of the
Report of the
Annual Report 2016
Currently, the majority of the Supervisory Board (i.e. seven of its eleven members) qualify as 'independent'. There are four members who do not
meet the applicable criteria for being 'independent': Messrs. de Carvalho, Das, Fernandez Carbajal and Astaburuaga Sanjinés. The Company
does not apply best practice provision III.2.1 of the Code in respect of Mr. de Carvalho (who is the spouse of Mrs. C.L. de Carvalho - Heineken, the
daughter of the late Mr. A.H. Heineken, and also an executive director of Heineken Holding N.V.), Mr. Das (who is the Chairman of Heineken Holding
N.V.) and Mr. Fernandez Carbajal (who is a non-executive director of Heineken Holding N.V.).
In line with the belief that the focus on long term value creation is best ensured by 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., the Company also does not apply best practice provision III.3.5 of the Code, which provides that a person may be appointed
to the supervisory board for a maximum of three four-year terms, to Messrs. de Carvalho, Das, and Fernandez Carbajal.
It should be noted that Messrs. Fernandez Carbajal and Astaburuaga Sanjinés are representatives of FEMSA (that holds a 12.53% stake in
the Company), and that their respective appointments to the Supervisory Board are based on the Corporate Governance Agreement, which
was concluded between (among others) the Company and FEMSA on 30 April 2010, and which was approved by the AGM on 22 April 2010
(in connection with the acquisition by the Company of FEMSA's beer activities).
The Supervisory Board has drawn up a rotation schedule in order to avoid, as far as possible, a situation in which many Supervisory Board members
retire at the same time. The rotation schedule is available on our corporate website.
The Act on Management and Supervision stipulates that supervisory boards of large Dutch public companies, such as Heineken N.V., are deemed
to have a balanced composition if they consist of at least 30% female and 30% male members. The Supervisory Board currently consists of
11 members, eight male (73%) and three female (27%) members. The Supervisory Board will take the balanced composition requirements into
account when nominating and selecting new candidates for the Supervisory Board. However, the Supervisory Board is of the opinion that gender is
only one element of diversity, and that experience, background, knowledge, skills and insight are equally important and relevant criteria in selecting
The Supervisory Board has prepared a profile of its size and composition, taking account of the nature of the business, its activities and the desired
expertise and background of the Supervisory Board members. The profile deals with the aspects of diversity in the composition of the Supervisory
Board that are relevant to the Company and states what specific objective is pursued by the Supervisory Board in relation to diversity. At least one
member of the Supervisory Board shall be a financial expert with relevant knowledge and experience of financial administration and accounting
for listed companies or other large legal entities. The composition of the Supervisory Board shall be such that it is able to carry out its duties properly.
The profile is available on our corporate website.
The tasks and responsibilities, as well as internal procedural matters for the Supervisory Board, are addressed in the Regulations of the Supervisory
Board, and are available on our corporate website.
The Supervisory Board appoints from its members a Chairman (currently Mr. G.J. Wijers). The Chairman of the Supervisory Board may not be a
former member of the Executive Board. The Chairman of the Supervisory Board determines the agenda, chairs the meetings of the Supervisory
Board, ensures the proper functioning of the Supervisory Board and its Committees, arranges for the adequate provision of information to its
members and acts on behalf of the Supervisory Board as the main contact for the Executive Board and for shareholders regarding the functioning
of the Executive Board and the Supervisory Board members. The Chairman also ensures the orderly and efficient conduct of the AGM.
The Chairman of the Supervisory Board is assisted in his role by the Company Secretary. All members of the Supervisory Board have access to
the advice and services of the Company Secretary. The Company Secretary is responsible for ensuring that procedures are followed and that the
Supervisory Board acts in accordance with its statutory obligations as well as its obligations under the Articles of Association.
The Supervisory Board appoints from its members a Vice-Chairman (currently Mr. J.A. Fernandez Carbajal). The Vice-Chairman of the Supervisory
Board acts as deputy for the Chairman. The Vice-Chairman acts as contact for individual Supervisory Board members and Executive Board
members concerning the functioning of the Chairman of the Supervisory Board.
The Supervisory Board can only adopt resolutions in a meeting if the majority of its members is present or represented at that meeting. In such
meetings, resolutions must be adopted by absolute majority of the votes cast. In addition, approval of a resolution by the Supervisory Board,
as referred to in Article 8, section 6 under a, b and c of the Articles of Association, requires the affirmative vote of the delegated member.