34
Corporate Governance Statement (continued)
Profile and Diversity
Regulations of the Supervisory Board
Induction and training
Conflict of Interest
Remuneration
Report of the
Report of the
Financial
Sustainability
Other
Introduction
Executive Board
Supervisory Board
Statements
Review
Information
Heineken N.V. Annual Report 2017
The Supervisory Board has prepared a profile of its size and composition, taking account of the nature of the business, its activities and the desired
expertise and background of the Supervisory Board members. The profile deals with the aspects of diversity in the composition of the Supervisory
Board that are relevant to the Company and states what specific objective is pursued by the Supervisory Board in relation to diversity. At least one
member of the Supervisory Board shall be a financial expert with relevant knowledge and experience of financial administration and accounting for
listed companies or other large legal entities. The composition of the Supervisory Board shall be such that it is able to carry out its duties properly.
The profile is available on our corporate website.
The importance of diversity is also described in the Diversity Policy forthe Supervisory Board, Executive Board and Executive Team, which considers the
elements of a diverse composition in terms of nationality, gender, age, expertise and experience. With respect to gender, Dutch law stipulates that
supervisory boards of large Dutch public companies, such as Heineken N.V., are deemed to have a balanced composition if they consist of at least 30%
female and 30% male members. The Supervisory Board currently consists of 10 members, seven male (70%) and three female (30%) members and is
therefore deemed to be balanced within the meaning of Dutch law. The Supervisory Board will also take the balanced composition requirements into
account when nominating and selecting new candidates forthe Supervisory Board and has established a list of potential female candidates who will
be considered should a vacancy in the Supervisory Board arise. The Supervisory Board also 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 as is also
reflected in its profile.
The tasks and responsibilities, as well as internal procedural matters forthe Supervisory Board, are addressed in the Regulations of the Supervisory
Board, and are available on our corporate website.
The Supervisory Board appoints from its members a Chairman (currently Mr. G.J. Wijers). The Chairman of the Supervisory Board may not be a former
member of the Executive Board. The Chairman of the Supervisory Board determines the agenda, chairs the meetings of the Supervisory Board,
ensuresthe proper functioning of the Supervisory Board and its Committees, arranges forthe adequate provision of information to its members and
acts on behalf of the Supervisory Board as the main contact forthe Executive Board and for shareholders regarding the functioning of the Executive
Board and the Supervisory Board members. The Chairman also ensuresthe orderly and efficient conduct of the AGM.
The Chairman of the Supervisory Board is assisted in his role by the Company Secretary. All members of the Supervisory Board have access to the advice
and services of the Company Secretary. The Company Secretary is responsible for ensuring that procedures are followed and that the Supervisory
Board acts in accordance with its statutory obligations as well as its obligations underthe Articles of Association.
The Supervisory Board appoints from its members a Vice-Chairman (currently Mr. J.A. Fernandez Carbajal). The Vice-Chairman of the Supervisory
Board acts as deputy forthe Chairman. The Vice-Chairman acts as contact for individual Supervisory Board members and Executive Board members
concerning the functioning of the Chairman of the Supervisory Board.
The Supervisory Board can only adopt resolutions in a meeting if the majority of its members is present or represented at that meeting. In such
meetings, resolutions must be adopted by absolute majority of the votes cast. In addition, approval of a resolution by the Supervisory Board, as
referred to in Article 8, section 6 under a, b and c of the Articles of Association, requires the affirmative vote of the delegated member.
After appointment to the Supervisory Board, members receive an induction programme, drawn up by the Company in consultation with the
Chairman of the Supervisory Board. The programme includes a general information package in respect of the Company and its corporate
governance, as well as meetings with members of the Executive Team and other senior management leaders, and a tour of our brewery in
Zoeterwoude,the Netherlands. Furthermore, the Executive Board provides regular updates to the Supervisory Board on the Company's operations,
legal matters, corporate governance, accounting and compliance.
The Articles of Association and the Regulations of the Supervisory Board prescribe how to deal with (apparent) conflicts of interest between the
Company and members of the Supervisory Board. A member of the Supervisory Board shall not take part in any discussion or decision-making that
involves a subject or transaction in relation to which he has a personal conflict of interest with the Company. Decisions to enter into transactions under
which Supervisory Board members have conflicts of interest that are of material significance to the Company and/orthe relevant member(s) of the
Supervisory Board require the approval of the Supervisory Board. Any such decisions shall be published in the Annual Report forthe relevant year,
along with a reference to the conflict of interest and a declaration that the relevant best practice provisions of the Code have been complied with.
Note 33 of the 2017 Financial Statements sets out related party transactions in 2017.
Supervisory Board members receive a fixed annual remuneration fee, as determined by the AGM. More information on the remuneration of Supervisory
Board members can be found in Note 33 to the 2017 Financial Statements.
