Corporate Governance Statement (continued)
Selection Appointment Committee
General Meeting of Shareholders
Report of the
Report of the
Annual Report 2016
The Preparatory Committee prepares decision-making of the Supervisory Board on matters not already handled by any of the other committees,
such as in relation to acquisitions and investments.
The Audit Committee may not be chaired by the Chairman of the Supervisory Board or by a former member of the Executive Board.
At least one member of the Audit Committee shall be a financial expert with relevant knowledge and experience of financial administration and
accounting for listed companies or other large legal entities.
The Audit Committee focuses on supervising the activities of the Executive Board with respect to (i) the operation of the internal risk management
and control system, including the enforcement of the relevant primary and secondary legislation and supervising the operation of codes of conduct,
(ii) the provision of financial information by the Company, (iii) compliance with recommendations and observations of internal and external
auditors, (iv) the role and functioning of the internal audit function, (v) the policy of the Company on tax planning, (vi) relations with the external
auditor, including, in particular, its independence, remuneration and any non-audit services for the Company, (vii) the financing of the Company
and (viii) the applications of information and communication technology.
The Audit Committee acts as the principal contact for the external auditor if the external auditor discovers irregularities in the content of the
The Audit Committee meets with the external auditor as often as it considers necessary, but at least once a year, without the Executive Board
members being present.
The Remuneration Committee may not be chaired by the Chairman of the Supervisory Board or by a former member of the Executive Board
or by a Supervisory Board member who is a member of the management board of another listed company. However, given the structure of the
Heineken Group and the character of the Board of Directors of Heineken Holding N.V., the regulations of the Remuneration Committee permit
that the Remuneration Committee is chaired by a Supervisory Board member who is a member of the Board of Directors of Heineken Holding N.V
The current Chairman of the Remuneration Committee, Mr. M. Das, is a Non-Executive Director (and Chairman) of Heineken Holding N.V.
No more than one member of the Remuneration Committee may be a member of the management board of another Dutch listed company.
The Remuneration Committee, inter alia, makes the proposal to the Supervisory Board for the remuneration policy to be pursued, and makes
a proposal for the remuneration of the individual members of the Executive Board for adoption by the Supervisory Board.
The Selection Appointment Committee, inter alia, (i) draws up selection criteria and appointment procedures for Supervisory Board members
and Executive Board members, (ii) periodically assesses the size and composition of the Supervisory Board and the Executive Board, and makes a
proposal for a composition profile of the Supervisory Board, (iii) periodically assesses the functioning of individual Supervisory Board members and
Executive Board members and reports on this to the Supervisory Board, (iv) makes proposals for appointments and reappointments, (v) supervises
the policy of the Executive Board on the selection criteria and appointment procedures for senior management, and (vi) decides on a request from
Executive Board members to accept a board membership of a Large Dutch Entity (as defined above) or foreign equivalent.
The Americas Committee advises the Supervisory Board on the overall strategic direction of the Americas Region and reviews and evaluates
the performance, the organisation and the management in the Americas Region.
Annually, within six months after the end of the financial year, the AGM shall be held, in which, inter alia, the following items shall be brought
forward: (i) the discussion of the Annual Report, (ii) the discussion and adoption of the financial statements, (iii) discharge of the members of the
Executive Board for their management, (iv) discharge of the members of the Supervisory Board for their supervision on the management and (v)
appropriation of profits. The AGM shall be held in Amsterdam.
Pursuant to the law, the Executive Board or the Supervisory Board shall convene the AGM with a convocation period of at least 42 days (excluding
the date of the meeting, but including the convocation date).
The Executive Board and the Supervisory Board are obliged to convene an AGM upon request of shareholders individually or collectively owning
25% of the shares. Such meeting shall then be held within eight weeks from the request and shall deal with the subjects as stated by those who wish
to hold the meeting.