To the Shareholders (continued)
Committees
Preparatory Committee
Audit Committee
O O Qs
Report of the Executive Board
Report of the Supervisory Board
During the year, several representatives of senior
management and the Executive Team were invited
to give presentations to the Supervisory Board.
In 2019, the following subjects were presented in
more detail:
- Sustainability (Brewing a Better World)
- Digital (Connect in a Digital World)
- Human Resources and succession planning
(including the remuneration of the members
of the Executive Team)
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 Chairman.
The conversations covered topics such as the
composition and expertise of the Supervisory Board,
access to information, frequency and quality of
the meetings, leadership developments, 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.
Ripley and Mrs. Arnold. As part of the programme,
Mrs. Ripley and Mrs. Arnold 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 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.
Composition: Mr. Huët (Chairman), Mr.
de Carvalho, Mr. Das and Mr. Fernandez Carbajal.
The Preparatory Committee met six 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
Committee meetings.
Composition: Mrs. Helmes (Chairperson), Mr.
Huët, Mr. Astaburuaga Sanjinés and Mrs. Arnold.
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.
Heineken N.V. Annual Report 2019
Financial Statements Sustainability Review Other Information
The Executive Board attended all meetings, and
so did the external auditor, the Executive Director
Global Audit, the Senior Director Global Finance
Process and Services as well as the Senior Director
Global Accounting and Risk Management.
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
of provisions.
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 internal auditor.
Furthermore, the Committee in 2019 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
these systems.
- (Functional) Updates in respect of Global
Procurement, Global Information Services, Global
Treasury Insurance and Global Tax, Pensions,
Business Conduct and Global Legal Affairs, as well
as Risk Management.
- Developments in the area of digital.
- HEINEKEN's governance, risk and compliance
(GRC) activities, including the HEINEKEN
Company Rules and the HEINEKEN Code of
Business Conduct.
- Post Audit Reviews of large investments.
- The outcome of the i nternal audit activities.
- The outcome of the annual Letter of
Representation process and the report from the
Integrity Committee related to fraud reporting
and Speak Up policy.
- The evaluation of the external auditor, Deloitte
Accountants B.V.
The Chairman of the Audit Committee informed
the Supervisory Board of the discussions held
in the Audit Committee in respect of these
recurring topics.
