46 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.

Jaarverslagen en Personeelsbladen Heineken

Jaarverslagen | 2016 | | pagina 47