To the Shareholders (continued)
Meetings and activities of the Supervisory Board
Report of the
Report of the
Annual Report 2016
During 2016, the Supervisory Board held seven meetings with the Executive Board. The agenda included subjects such as the Company's strategy,
its financial position, the results of the Regions and operating companies, acquisitions, large investment proposals, the yearly budget, management
changes and the internal risk management and control system. The external auditor attended the meeting in which the annual results were
discussed. In 2016, specific attention was given to the following:
- The Supervisory Board had a two-day meeting with the Executive Board to discuss the Company's strategic priorities and main risks of the
business. During this meeting, members of the Executive Team presented their respective strategic topics and risks per region or function,
as the case may be.
- The Supervisory Board visited Monterrey, Mexico, where the Managing Directors of Heineken Mexico, Heineken USA and Caribbean Americas
Export presented an update on business performance. In addition, a visit was made to the Monterrey Tech University, including the Femsa
Biotechnology Center located on the premises of the university.
- During the year, several representatives of senior management were invited to give presentations to the Supervisory Board.
- In 2016, the following subjects were presented in more detail:
- Human Resources and succession planning.
- Regular Executive Sessions were held without the Executive Board being present. The purpose of these sessions was to evaluate the Supervisory
Board meetings and, where relevant, further reflect on particular subjects discussed at the meetings. One Executive Session was dedicated to
the evaluation of the Supervisory Board relating to the performance, working methods, procedures and functioning of the Supervisory Board, its
committees and its members as well as the functioning of the Executive Board. These evaluations were conducted on the basis of responses to a
questionnaire submitted by the members of the Supervisory Board to the Chairman. The questionnaire covered topics such as the composition
and expertise of the Supervisory Board, access to information, frequency and quality of the meetings, quality and timeliness of the meeting
materials and the nature of the topics discussed during meetings. The responses provided by the Supervisory Board members indicated that the
Board continues to be a well-functioning team.
The Chairman of the Supervisory Board met frequently with the CEO, among others, to prepare the Supervisory Board meetings.
The Supervisory Board confirms that all Supervisory Board members have adequate time available to give sufficient attention to the concerns
of the Company. In 2016, the attendance rate as a whole was 91%. Nearly all Supervisory Board members were able to attend all seven meetings.
One member was frequently absent (an absence of twice or more is considered frequent). In case of absence, members are fully informed in
advance, enabling them to provide input for the meeting, and they are also updated on the meeting outcomes.
The Supervisory Board has five Committees: the Preparatory Committee, the Audit Committee, the Selection Appointment Committee,
the Remuneration Committee and the Americas Committee. The terms of reference for the Committees are posted on the Company's website.
Composition: Messrs. Wijers (Chairman), de Carvalho, Das and Fernandez Carbajal. The Preparatory Committee met seven times. The Committee
prepares decision-making by the Supervisory Board on matters not already handled by any of the other Committees, such as in relation to
acquisitions and investments.
Composition: Messrs. Scheffers (Chairman), Astaburuaga Sanjinés, and Huët, and Mrs. Fentener van Vlissingen. The Audit Committee met
four times. The members collectively have the experience and financial expertise to supervise the financial statements and the risk profile of
The Executive Board attended all meetings, and so did the external auditor, the Executive Director Global Audit, and the Senior Director Global
Accounting and Reporting.
The Executive Director Global Audit has direct access to the Audit Committee, primarily through its Chairman. During the year, the Audit Committee
met once with the external auditors and once with the Executive Director Global Audit, in both instances without management being present.