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To the Shareholders
During the year under review, the Supervisory Board performed its duties in accordance
with primary and secondary legislation and the Articles of Association of Heineken NV
and supervised and advised the Executive Board on an ongoing basis.
Financial statements and profit appropriation
Supervisory Board composition, independence and remuneration
Heineken NV.
Report of the
Report of the
Financial
Sustainability
Other
Annual Report 2016
Introduction
Executive Board
Supervisory Board
Statements
Review
Information
The Supervisory Board hereby submits to the shareholders the financial statements and the report of the Executive Board for the financial year
2016, as prepared by the Executive Board and approved by the Supervisory Board in its meeting of 14 February 2017. Deloitte Accountants B.V
audited the financial statements. Its report can be found on page 154 in the Other Information section.
The Supervisory Board recommends that shareholders, in accordance with the Articles of Association, adopt these financial statements and,
as proposed by the Executive Board, appropriate EUR 763 million for payment of dividend. The underlying principle of the dividend policy is that
30-40% of net profit before exceptional items and amortisation of acquisition-related intangible assets (net profit beia) is placed at the disposal
of shareholders for distribution as dividend. The proposed dividend amounts to EUR 1.34 per share of EUR 1.60 nominal value, of which EUR 0.52
was paid as an interim dividend on 11 August 2016.
Composition
The Annual General Meeting (AGM) on 21 April 2016 re-appointed Mr. G.J. Wijers as a member of the Supervisory Board for a period of four years.
The AGM furthermore appointed Ms. Pamela Mars-Wright and Ms. Yonca Brunini as member of the Supervisory Board for a period of four years.
Mrs. Mary Minnick stepped down as member of the Supervisory Board after the 2016 AGM.
The Supervisory Board has a diverse composition in terms of experience, gender, nationality and age. Three out of 11 members are women and six
out of 11 members are non-Dutch. There are five nationalities (American, Belgian, British, Dutch and Mexican) and age ranges between 45 and 72.
The Supervisory Board is of the opinion that a diversity of experience and skills is represented on its board.
In line with the Dutch Act on Management and Supervision (Wet bestuur en toezicht), the profile of the Supervisory Board states that the
Supervisory Board shall pursue that at least 30% of the seats shall be held by men and at least 30% by women. Currently, 27% (i.e. three out of
eleven) of the Supervisory Board members are female. Diversity and gender are important drivers in the selection process. With reference thereto,
the Supervisory Board will retain an active and open attitude as regards selecting female candidates, and has established a list of potential female
candidates who will be considered should a vacancy in the Supervisory Board arise. The Supervisory Board notes that, in its opinion, gender is only
one element of diversity, and that experience, background, knowledge, skills and insight are equally important and relevant criteria in selecting
new members.
Messrs. Maarten Das, Christophe Navarre and Henk Scheffers will resign by rotation from the Supervisory Board at the AGM on 20 April 2017.
Messrs. Das and Navarre are eligible for reappointment for a period of four years. A non-binding nomination for their reappointment will be
submitted to the AGM. The notes to the agenda contain further information on the proposed re-appointments.
Mr. Scheffers will step down from the Supervisory Board after the AGM on 20 April 2017. Mr. Scheffers has been a member of the Supervisory Board
since 2013, and was Chairman of the Audit Committee. The Supervisory Board is grateful for his commitment over the past four years and for the
way he contributed to the Supervisory Board and the Audit Committee meetings.
Independence
The Supervisory Board endorses the principle that the composition of the Supervisory Board shall be such that its members are able to act critically
and independently of one another and of the Executive Board and any particular interests. In a strictly formal sense, Messrs. Astaburuaga Sanjinés,
de Carvalho, Das and Fernandez Carbajal do not meet the applicable criteria for 'independence' as set out in the Dutch Corporate Governance Code
dated 10 December 2008. However, the Supervisory Board has ascertained that Messrs. Astaburuaga Sanjinés, de Carvalho, Das and Fernandez
Carbajal in fact act critically and independently.
Remuneration
The AGM determines the remuneration of the members of the Supervisory Board. In 2011, the AGM resolved to adjust the remuneration
of the Supervisory Board effective 1 January 2011. The detailed amounts are stated in the notes to the financial statements.
