tiï O Q,
To the Shareholders (continued)
Meetings and activities of the
Report of the Executive Board
Report of the Supervisory Board
During 2018 the Supervisory Board held seven
meetings with the Executive Board. The agenda
regularly included subjects such as the development
of the Company's strategy aimed at long-term
value creation as well as the manner in which
the Executive Board implements the Company's
strategy, the Company's culture to ensure
proper monitoring by the Supervisory Board, the
Company's financial position, the results of the
Regions and operating companies, acquisitions,
large investment proposals, the yearly budget,
management changes and the internal risk
management and control system. The external
auditor attended the meeting in which the annual
results were discussed. In 2018, 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 Addis Ababa,
Ethiopia, where the Management Team of
Heineken Ethiopia, the Managing Directors of
Bralirwa (Rwanda) and Heineken South-Africa and
the Africa, Middle East and Eastern Europe Region
presented an update on business performance.
In addition, external guest speakers provided an
overview of macro-economic and general business
developments in Ethiopia.
During the year, several representatives of senior
management and the Executive Team were invited
to give presentations to the Supervisory Board.
In 2018, the following subjects were presented in
Sustainability (Brewing a Better World)
Human Resources and succession planning
(including the remuneration of the members of
the Executive Team)
Global Information Systems, including
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 of the Supervisory Board relating to
the performance, working methods, procedures
and functioning of the Supervisory Board, its
committees and its individual members as well
as the functioning of the Executive Board and
its individual members. These evaluations were
conducted on the basis of individual interviews of
the Supervisory Board members with the Company
Secretary. The conversations covered topics such as
the composition and expertise of the Supervisory
Board, access to information, frequency and quality
of the meetings, quality and timeliness of the
meeting materials, and the nature of the topics
discussed during meetings. The responses provided
by the Supervisory Board members indicated that
the Board continues to be a well-functioning team.
An induction programme was set up for Mrs. Helmes.
As part of the programme, Mrs. Helmes had
meetings with several senior executives and visited
the brewery in Zoeterwoude, the Netherlands.
The Chairman of the Supervisory Board met
frequently with the CEO, among others, to prepare
the Supervisory Board meetings.
Heineken N.V. Annual Report 2OI8IA9
Financial Statements Sustainability Review Other Information
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.
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 of the other Committees, such as in relation
to acquisitions and investments. The Chairman of
the Executive Board also attends the Preparatory
Composition: Mr. Huët (Chairman until
31 December 2018), Mrs. Helmes (Chair as of
1 January 2019) and Mr. Astaburuaga Sanjinés.
The Audit Committee met four times. 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 of the internal risk
management and control systems, including the risk
profile of the Company.
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 of the Audit Committee
and the Executive Director Global Audit held regular
update meetings during the year.
The Committee supervises the activities of the
Executive Board with respect to the publication of
financial information. The Committee reviews, in the
presence of the Executive Board and the external
auditor, the appropriateness of the half-year reporting
and the annual financial statements, focusing on:
The decisions made on the selection and
application of accounting policies.
The reliability and completeness of disclosures.
Compliance with financial, non-financial and
other reporting requirements.
Significant judgements, estimates and
assumptions used in preparing the reports
in respect of, among others, accounting for
acquisitions and divestments, the annual
impairment test and determining the level
At the beginning of the year, the Committee
reviews the audit plan of the external auditor as
well as the internal audit plan. The Committee
focuses mainly on the scoping, key risks, staffing
and budget. During the year, the Committee
reviews the reports of the external and the
Furthermore, the Committee in 2018 discussed
recurring topics, such as:
The effectiveness and the outcome of the internal
control and risk management systems, as well as
changes made and improvements planned to