44
To the Shareholders (continued)
Meetings and activities of the Supervisory Board
Committees
Report of the
Report ofthe
Financial
Sustainability
Other
Introduction
Executive Board
Supervisory Board
Statements
Review
Information
Heineken N.V. Annual Report 2017
During 2017, the Supervisory Board held seven meetings with the Executive Board. The agenda regularly included subjects such as the development
of and the manner in which the Executive Board implements the Company's strategy aimed at long-term value creation, as well as enabling Company
culture aiming to ensuring proper monitoring by the Supervisory Board, its financial position, the results of the Regions and Operating Companies,
acquisitions, large investment proposals, the yearly budget, management changes, the new Dutch Corporate Governance Code and the internal risk
management and control system. The external auditor attended the meeting in which the annual results were discussed. In 2017, 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
associated with it in depth. 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 London, the United Kingdom, where the Managing Directors of Heineken UK, Heineken Italy and the Europe Region
presented an update on business performance. In addition, a visit was made to the Google UK offices and the Mars Slough factory.
During the year, several representatives of senior management and the Executive Team were invited to give presentations to the Supervisory Board.
In 2017, the following subjects were presented in more detail:
- Sustainability
- Digital Commerce
- Human Resources and succession planning (including the remuneration of the members ofthe Executive Team)
- Global Information Systems, including CyberSecurity
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
ofthe Supervisory Board relating to the performance, working methods, procedures and functioning ofthe Supervisory Board, its committees and its
individual members as well as the functioning ofthe Executive Board and its individual members. These evaluations were conducted on the basis of
responses to a questionnaire submitted by the members ofthe Supervisory Board to the Chairman followed by individual interviews with the Chairman.
The questionnaire and discussions with the Chairman covered topics such as the composition and expertise ofthe Supervisory Board, access to
information, frequency and quality ofthe meetings, quality and timeliness ofthe meeting materials, and the nature ofthe 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 ofthe Supervisory Board met frequently with the CEO to, among others, prepare the Supervisory Board meetings.
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.
Preparatory Committee
Composition: Mr. Wijers (Chairman), Mr. de Carvalho, Mr. Das and Mr. Fernandez Carbajal. The Preparatory Committee met seven times.
The Committee prepares decision-making by the Supervisory Board on matters not already handled by any ofthe other Committees, such as
in relation to acquisitions and investments.
Audit Committee
Composition: Mr. Huët (Chairman), Mr. Astaburuaga Sanjinés, and Mrs. Fentener van Vlissingen. The Audit Committee met fourtimes. The members
collectively have the experience and financial expertise to supervise the Executive Board in its activities in relation to the publication of financial
statements and operation ofthe internal risk management and control systems, including the risk profile of Heineken N.V.
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.
In addition, the Chairman ofthe Audit Committee and the Executive Director Global Audit held regular update meetings during the year.
