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Corporate Governance Statement (continued)
Resolutions subject to Supervisory Board approval
Delegated Member
Committees
Preparatory Committee
Audit Committee
Remuneration Committee
Report of the
Report of the
Financial
Sustainability
Other
Introduction
Executive Board
Supervisory Board
Statements
Review
Information
Heineken N.V. Annual Report 2017
Certain resolutions of the Executive Board are subject to the approval of the Supervisory Board. Examples are resolutions concerning the operational
and financial objectives of the Company, the strategy designed to achieve the objectives, the parameters to be applied in relation to the strategy
(for example, in respect of the financial ratios) and corporate social responsibility issues that are relevant to the Company. Also, decisions to enter into
transactions under which Executive Board or Supervisory Board members would have conflicts of interest that are of material significance to the
Company and/or to the relevant Executive Board member/Supervisory Board member require the approval of the Supervisory Board. Further reference
is made to Article 8 paragraph 6 of the Articles of Association, which contains a list of resolutions of the Executive Board that require Supervisory
Board approval.
TheAGM may appoint one of the Supervisory Board members as Delegated Member. Mr. M. Das currently acts as the Delegated Member.
The delegation to the Delegated Member does not extend beyond the duties of the Supervisory Board and does not comprise the management
of the Company. It intends to effect more intensive supervision and advice, and more regular consultation with the Executive Board. The Delegated
Member has a veto right concerning resolutions of the Supervisory Board to approve the resolutions of the Executive Board referred to in Article 8
paragraph 6 under a, b and c of the Articles of Association of the Company
The role of Delegated Member is consistent with best practice provision 2.3.8 of the Code, except insofarthat the delegation is not temporary but is
held for the term for which the member concerned is appointed by the AGM. The Company is of the opinion that the position of Delegated Member,
which has been in existence since 1952, befits the structure of the Company
The Supervisory Board has five committees: the Preparatory Committee, the Audit Committee, the Remuneration Committee, the Selection
Appointment Committee and the Americas Committee. The function of these committees is to prepare the decision-making of the Supervisory Board.
The Supervisory Board has drawn up regulations for each committee, setting out the role and responsibility of the committee concerned, its composition
and the manner in which it discharges its duties. These regulations are available on our corporate website. In 2017, more than half of the members of
the Audit Committee were independent within the meaning of best practice provision 2.1.8 of the Code. For the Remuneration Committee and the
Selection and Appointment Committee the independence criteria of best practice provision 2.3.4 are not met.
The Report of the Supervisory Board states the composition of the committees, the number of committee meetings and the main items discussed.
The Preparatory Committee prepares decision-making of the Supervisory Board on matters not already handled by any of the other committees,
such as in relation to acquisitions and investments.
The Audit Committee may not be chaired by the Chairman of the Supervisory Board or by a former member of the Executive Board.
At least one member of the Audit Committee shall be afinancial expert with relevant knowledge and experience of financial administration and
accounting for listed companies or other large legal entities.
The Audit Committee focuses on supervising the activities of the Executive Board with respect to (i) the operation of the internal risk management
and control system, including the enforcement of the relevant primary and secondary legislation and supervising the operation of codes of conduct,
(ii) the provision of financial information by the Company, (iii) compliance with recommendations and observations of internal and external auditors,
(iv) the role and functioning of the internal audit function, (v) the policy of the Company on tax risk management, (vi) relations with the external
auditor, including, in particular, its independence, remuneration and any non-audit services for the Company, (vii) the financing of the Company and
(viii) the applications of information and communication technology
The Audit Committee acts as the principal contact for the external auditor if the external auditor discovers irregularities in the content of the
financial reporting.
The Audit Committee meets with the external auditor as often as it considers necessary, but at least once a year, without the Executive Board
members being present.
The Remuneration Committee may not be chaired by the Chairman of the Supervisory Board or by a former member of the Executive Board
or by a Supervisory Board member who is a member of the management board of another listed company. However, given the structure of the
Heineken Group and the character of the Board of Directors of Heineken Holding N.V.,the regulations of the Remuneration Committee permit that
the Remuneration Committee is chaired by a Supervisory Board member who is a member of the Board of Directors of Heineken Holding N.V.
The current Chairman of the Remuneration Committee, Mr. M. Das, is a Non-Executive Director (and Chairman) of Heineken Holding N.V.
No more than one member of the Remuneration Committee may be a member of the management board of another Dutch listed company.
The Remuneration Committee, inter alia, makes the proposal to the Supervisory Board forthe remuneration policy to be pursued, and makes a proposal
for the remuneration of the individual members of the Executive Board for adoption by the Supervisory Board.
