33 Corporate Governance Statement (continued) Supervisory Board General Composition ofthe Supervisory Board Report ofthe Report ofthe Financial Sustainability Other Introduction Executive Board Supervisory Board Statements Review Information Heineken N.V. Annual Report 2017 The role of the Supervisory Board is to supervise the management of the Executive Board and the general affairs of the Company and its affiliated enterprises, as well asto assistthe Executive Board by providing advice. In discharging its role, the Supervisory Board shall be guided by the interests of the Company and its affiliated enterprises and shall take into account the relevant interest of the Company's stakeholders. The supervision ofthe Executive Board by the Supervisory Board includesthe achievement ofthe Company's objectives, the corporate strategy and the risks inherent in the business activities, the design and effectiveness ofthe internal risk and control system, the financial reporting process, compliance with primary and secondary legislation, the Company-shareholder relationship and corporate social responsibility issues that are relevant to the Company. The Supervisory Board evaluates at least once a year the corporate strategy and main risks to the business, and the result ofthe assessment by the Executive Board ofthe design and effectiveness ofthe internal risk management and control system, as well as any significant changes thereto. The division of duties within the Supervisory Board and the procedure ofthe Supervisory Board are laid down in the Regulations forthe Supervisory Board, which are available on our corporate website. The Supervisory Board members are appointed bytheAGM from anon-binding nomination drawn up by the Supervisory Board. The AGM can dismiss members ofthe Supervisory Board by a majority ofthe votes cast, if the subject majority at least represents one-third ofthe issued capital. The Supervisory Board consists of 10 members: Hans Wijers (Chairman), José Antonio Fernandez Carbajal (Vice-Chairman), Maarten Das, Michel de Carvalho, Annemiek Fentener van Vlissingen, Christophe Navarre, Javier Astaburuaga Sanjinés, Jean Marc Huët, Pamela Mars Wright and YoncaBrunini. The Supervisory Board endorses the principle that the composition ofthe Supervisory Board shall be such that its members are able to act critically and independently of one another and ofthe Executive Board and any particular interests. Each Supervisory Board member is capable of assessing the broad outline ofthe overall strategy ofthe Company and its businesses and carrying out its duties properly Given the structure ofthe Heineken Group, the Company is ofthe opinion that, in the context of preserving the continuity ofthe Heineken Group and ensuring afocus on long-term value creation, it is in its best interest and that of its stakeholders that the Supervisory Board includes a fair and adequate representation of persons who are related by blood or marriage to the late Mr. A.H. Heineken (former Chairman ofthe Executive Board), or who are members ofthe Board of Directors of Heineken Holding N.V., even if those persons would not, formally speaking, be considered 'independent'within the meaning of best practice provision 2.1.8 ofthe Code. Currently, the majority of the Supervisory Board (i.e. six of its 10 members) qualify as 'independent' as per best practice provision 2.1.8 ofthe Code. There are four members whom in a strictly formal sense do not meet the applicable criteria for being 'independent' as set out in the Code: Mr. de Carvalho (who is the spouse of Mrs. C.L. de Carvalho-Heineken, the daughter ofthe late Mr. A.H. Heineken, and also an executive director of Heineken Holding N.V.), Mr. Das (who is the Chairman of Heineken Holding N.V.), Mr. Fernandez Carbajal (who is a non-executive director of Heineken Holding N.V. and representative of FEMSA) and Mr. Astaburuaga Sanjinés (who is a representative of FEMSA). However, the Supervisory Board has ascertained that Mr. de Carvalho, Mr. Das, Mr. Fernandez Carbajal and Mr. Astaburuaga Sanjinés in fact act critically and independently. Since Mr. de Carvalho, Mr Das, Mr. Fernandez Carbajal and Mr. AstaburuagaSanjinés are representing or affiliated with Heineken Holding N.V. or FEMSAwho (in)directly hold more than 10% ofthe shares in our Company, the maximum of one representative or affiliate per such shareholder of best practice provision 2.1.7 subiii ofthe Code is not complied with and as a consequence, the Company also does not comply with best practice provision 2.1.10 ofthe Code, to the extent that this provision provides that the Supervisory Board report shall state that best practice provision 2.1.7 through 2.1.9 has been fulfilled. In line with the belief that the focus on long-term value creation is best ensured by a fair and adequate representation of persons who are related by blood or marriageto the late Mr. A.H. Heineken (former Chairman ofthe Executive Board) or who are members ofthe Board of Directors of Heineken Holding N.V., best practice provision 2.2.2 ofthe Code is not applied to Mr. de Carvalho, Mr. Das and Mr. Fernandez Carbajal which provides that a person may be appointed to the Supervisory Board for a maximum of two four-year terms, followed by two terms of two years each with an explanation in the Corporate Governance Statement. It should also be noted that a non-binding nomination forthe reappointment of Mr. Fernandez Carbajal and Mr Astaburuaga Sanjinés for a period of four years shall be submitted to the AGM. Both are representatives of FEMSA (that (in)directly holds a 14.76% economic interest in the Company), and their respective appointments to the Supervisory Board are based on the Corporate Governance Agreement, which was concluded between (among others) the Company and FEMSA on 30 April 2010, and which was approved bytheAGM on 22 April 2010 (in connection with the acquisition by the Company of FEMSA's beer activities). A reappointment of Mr. Fernandez Carbajal and Mr. Astaburuaga Sanjinés for a period of four years is a deviation ofthe applicable two-year appointment term as per best practice provision 2.2.2. ofthe Code. It is however deemed to be in line with the profile ofthe Supervisory Board and a reflection of FEMSA's involvement as a long-term shareholder ofthe Company. The Supervisory Board has drawn up a rotation schedule in ordertoavoid,asfaras possible, a situation in which many Supervisory Board members retire at the same time. The rotation schedule is available on our corporate website.

Jaarverslagen en Personeelsbladen Heineken

Jaarverslagen | 2017 | | pagina 34