Corporate Governance Statement (continued)
Induction and training
Conflict of Interest
Resolutions subject to Supervisory Board approval
Report of the
Report of the
Annual Report 2016
After appointment to the Supervisory Board, members receive an induction programme, drawn up by the Company in consultation with the
Chairman of the Supervisory Board. The programme includes a general information package in respect of the Company and its corporate
governance, as well as meetings with members of the Executive Team and other senior management leaders, and a tour of our brewery in
Zoeterwoude, the Netherlands. Furthermore, the Executive Board provides regular updates to the Supervisory Board on the Company's operations,
legal matters, corporate governance, accounting and compliance.
The Articles of Association and the Regulations of the Supervisory Board prescribe how to deal with (apparent) conflicts of interest between the
Company and members of the Supervisory Board. A member of the Supervisory Board shall not take part in any discussion or decision-making that
involves a subject or transaction in relation to which he has a personal conflict of interest with the Company. Decisions to enter into transactions
under which Supervisory Board members have conflicts of interest that are of material significance to the Company and/or the relevant member(s)
of the Supervisory Board require the approval of the Supervisory Board. Any such decisions shall be published in the annual report for the relevant
year, along with a reference to the conflict of interest and a declaration that the relevant best practice provisions of the Code have been complied
with. Note 33 of the 2016 Financial Statements sets out related party transactions in 2016.
Supervisory Board members receive a fixed annual remuneration fee, as determined by the AGM. More information on the remuneration
of Supervisory Board members can be found in note 33 to the 2016 Financial Statements.
Certain resolutions of the Executive Board are subject to the approval of the Supervisory Board. Examples are resolutions concerning the operational
and financial objectives of the Company, the strategy designed to achieve the objectives, the parameters to be applied in relation to the strategy
(for example, in respect of the financial ratios) and corporate social responsibility issues that are relevant to the Company. Also, decisions to enter
into transactions under which Executive Board or Supervisory Board members would have conflicts of interest that are of material significance
to the Company and/or to the relevant Executive Board member/Supervisory Board member require the approval of the Supervisory Board.
Further reference is made to Article 8 paragraph 6 of the Articles of Association, which contains a list of resolutions of the Executive Board that
require Supervisory Board approval.
The AGM may appoint one of the Supervisory Board members as Delegated Member. Mr. M. Das currently acts as the Delegated Member.
The delegation to the Delegated Member does not extend beyond the duties of the Supervisory Board and does not comprise the management of
the Company. It intends to effect a more intensive supervision and advice and more regular consultation with the Executive Board. The Delegated
Member has a veto right concerning resolutions of the Supervisory Board to approve the resolutions of the Executive Board referred to in Article 8
paragraph 6 under a, b and c of the Articles of Association of the Company.
The role of Delegated Member is consistent with best practice provision III.6.6 of the Code, except insofar that the delegation is not temporary
but is held for the term for which the member concerned is appointed by the AGM. The Company is of the opinion that the position of Delegated
Member, which has been in existence since 1952, befits the structure of the Company.
The Supervisory Board has five committees: the Preparatory Committee, the Audit Committee, the Remuneration Committee, the Selection
Appointment Committee and the Americas Committee. The function of these committees is to prepare the decision-making of the
The Supervisory Board has drawn up regulations for each committee, setting out the role and responsibility of the committee concerned, its
composition and the manner in which it discharges its duties. These regulations are available on our corporate website. In view of the composition
of the Supervisory Board (which consists of four members who do not qualify as independent within the meaning of best practice provision
III.2.2 of the Code), the regulation of each of these committees allows for the appointment of more than one member who does not qualify as
independent. In this respect, the Company does not apply best practice provision III.5.1 of the Code, which stipulates that the terms of reference
may provide that a maximum of one member of each committee may not be independent within the meaning of best practice provision III.2.2 of
The Report of the Supervisory Board states the composition of the committees, the number of committee meetings and the main items discussed.