48
Corporate Governance statement
Introduction
Sustainability
Review
Other
Information
Financial
Statements
Report
of the
Supervisory
Board
Report
of the
Executive
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 2023 Financial
Statements sets out the related party transactions
in 2023.
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.
In 2023, no transactions were reported under which
a Supervisory Board member had a conflict of interest
that was of material significance.
Resolutions subject to Supervisory Board
approval
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 matters that are relevant to the
Company (including the sustainability strategy).
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.
Remuneration
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
2023 Financial Statements.
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 AG M. 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.
Committees
The Supervisory Board has five committees: the
Preparatory Committee, the Audit Committee,
the Remuneration Committee, the Selection and
Appointment Committee and the Sustainability
and 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 2023, more than half of the members of the Audit
Committee, of the Remuneration Committee, of the
Selection and Appointment Committee and of the
Sustainability and Responsibility Committee were
independent within the meaning of best practice
provision 2.1.8 of the Code.
Audit Committee
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 and sustainability 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.
The Report of the Supervisory Board states the
composition of the committees, the number of
committee meetings and the main items discussed.
Preparatory Committee
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 current Chair of the Preparatory Committee is
Mr. Huët.
Remuneration Committee
The Remuneration Committee, inter alia, makes
the proposal to the Supervisory Board for the
remuneration policy for the Executive Board and
Supervisory Board to be pursued, and makes a
proposal for the remuneration of the individual
members of the Executive Board for adoption by
the Supervisory Board.
The Remuneration Committee may not be chaired
by the Chair of the Supervisory Board or by a former
member of the Executive Board. However, given the
structure of the Heineken Group and the character of
the Board of Directors of Heineken Holding N.V.,
the regulations of the Remuneration Committee
permit that the Remuneration Committee is
chaired by a Supervisory Board member who is a
member of the Board of Directors of Heineken
Holding N.V.
The Audit Committee may not be chaired by the Chair
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 current Chair of the Audit Committee is
Mrs. Helmes.
Mr. Das was the Chair of the Remuneration
Committee until 13 December 2023, when he was
succeeded by Mr. Hijmans van den Bergh.
Heineken
N.V.
Annual
Report
2023
Delegated Member
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.
