Corporate Governance Statement (continued)
Profile and Diversity
Regulations of the Supervisory Board
Induction and training
O Q,
Introductio^^^^^^^^^^H Report of the Executive Board^^^^^l Report of the Supervisory Board
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. Astaburuaga Sanjinés
are representing or are affiliated with Heineken
Holding N.V. and/or FEMSA, who (in)directly hold
more than 10% of the shares in our Company, the
maximum of one representative or affiliate per such
shareholder of best practice provision 2.1.7 sub iii of
the Code is not complied with. As a consequence, the
Company also does not comply with best practice
provision 2.1.10 of the 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 affinity in the direct line descent to the late Mr.
A.H. Heineken (former Chairman of the Executive
Board), or who are members of the Board of
Directors of Heineken Holding N.V., best practice
provision 2.2.2 of the Code 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, is not
applied to Mr. de Carvalho, Mr. Das and Mr.
Fernandez Carbajal. A non-binding nomination for
reappointment of Mr. de Carvalho as member of the
Supervisory Board for a period of four years shall be
submitted to the 2019 AGM. A reappointment of Mr.
de Carvalho for a period of four years is a deviation
of the maximum appointment term of best practice
provision 2.2.2 of the Code. In the interest of
preserving the core values and the structure of the
Heineken Group, the Company does not apply the
maximum appointment period to members who are
related by blood or affinity in the direct line descent
to Mr. A.H. Heineken or who are members of the
Board of Directors of Heineken Holding N.V.
The Supervisory Board has drawn up a rotation
schedule in order to avoid, as far as possible, a
situation in which many Supervisory Board members
retire at the same time. The rotation schedule is
available on our corporate website.
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 for the 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 the Company, 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
Financial Statements
Heineken N.V. Annual Report 2OI8I39
Sustainabil ity Review Other Information
the meaning of Dutch law. The Supervisory
Board will also take the balanced composition
requirements into account when nominating
and selecting new candidates for the Supervisory
Board. 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 for the 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. 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, ensures the
proper functioning of the Supervisory Board and its
Committees, arranges for the adequate provision
of information to its members and acts on behalf
of the Supervisory Board as the main contact for
the Executive Board and for shareholders regarding
the functioning of the Executive Board and the
Supervisory Board members. The Chairman
also ensures the 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 under the Articles of Association.
The Supervisory Board appoints from its members
a Vice-Chairman (currently Mr. Fernandez Carbajal).
The Vice-Chairman of the Supervisory Board acts
as deputy for the 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, paragraph 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 an introduction to
brewing technology at 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.
