0
43
Corporate Governance statement
Conflict of Interest
Remuneration
Resolutions subject to
Supervisory Board approval
Delegated Member
Committees
Preparatory Committee
Audit Committee
Heineken N.V.
Annual Report 2020
Introduction
Report of the
Executive Board
Report of the
Supervisory Board
Financial
Statements
Sustainability
Review
Other
Information
The Articles of Association and the Regulations
of the Supervisory Board prescribe how to deal
with (apparent) conflicts of interest between the
Company and members of the Supervisory Board.
A member of the Supervisory Board shall not take
part in any discussion or decision-making that
involves a subject or transaction in relation to
which he has a personal conflict of interest with
the Company.
Decisions to enter into transactions under which
Supervisory Board members have conflicts of
interest that are of material significance to the
Company and/or the relevant member(s) of the
Supervisory Board require the approval of the
Supervisory Board.
Any such decision shall be published in the Annual
Report for the relevant year, along with a reference
to the conflict of interest and a declaration that the
relevant best practice provisions of the Code have
been complied with. Note 13.3 of the 2020 Financial
Statements sets out related party transactions
in 2020.
Supervisory Board members receive a fixed annual
remuneration fee determined by the AGM.
More information on the remuneration of
Supervisory Board members can be found in
Note 13.3 to the 2020 Financial Statements.
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.
The AGM may appoint one of the Supervisory Board
members as Delegated Member. Mr. 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 a 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
insofar that 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, the Americas Committee
until December 2020, and since December 2020,
the Sustainability Responsibility 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 2020, 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
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 a financial 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 systems, 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 Global Audit,
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.