To the Shareholders
57
Introduction
The Audit Committee met four times.
Sustainability
Review
Report
of the
Supervisory
Board
Other
Information
Financial
Statements
Report
of the
Executive
Board
The Supervisory Board furthermore visited South Africa
together with the Executive Board and the President
AMEE. The General Managers of the operating
companies in South Africa, Namibia and Ethiopia
presented an update on business performance and the
organisational risks and opportunities in their local
organisation and markets. In addition, a market visit to
customers and consumers provided insights in the local
commercial environment The Supervisory Board also
visited the brewery in Johannesburg and interacted
with many colleagues in the business. The Chief People
Officer also attended the programme in South Africa
and presented an update on various topics.
To ensure permanent education, the Supervisory
Board is provided with regular deep dives on strategic
topics of the Company, both in the meetings of the
Supervisory Board as well as in the meetings of the
committees of the Supervisory Board. The education is
provided by internal as well as external experts. By way
of external education, in October 2023, a presentation
was provided by a professor of IMD on people topics,
including health and well-being and the drivers for
successful employee engagement and employee
performance.
In addition to the foregoing, the following deep dives
were discussed in 2023:
- The announced sale by FEMSA of its shareholding in
the Company and Heineken Holding N.V., and the
subsequent participation of the Company in these
transactions. In these deliberations, Mr. de Carvalho
and Mr. Das excused themselves from participating in
line with their potential conflict of interest due to their
roles as members of the Board of Directors of
Heineken Holding N.V.
- An update on corporate governance developments
including the new Corporate Governance Code, and
an update of the Regulations of the Supervisory
Board and the Committees.
- The impact of inflation and supply chain disruptions
on the Company and the required business measures
and mitigations.
- The Global People strategy, including succession
planning, the inclusion and diversity strategy and
talent management.
- Various business development related projects.
- The strategy to design a competitive and sustainable
supply chain for Europe.
- The strategy for specific markets, including a deep
dive on the United States.
- The strategy of Global Commerce, with additional
attention to the Company’s portfolio in various
regions and markets.
- Digital Technology, with additional attention
placed on digital transformation programs and
cybersecurity.
- Share price developments of the Company, also
compared to competitors and peers in the FMCG
industry.
The Chairs of the various Committees of the
Supervisory Board provided an update of each of the
Committee meetings to the full Supervisory Board,
focusing on the key topics and developments that
were discussed.
The Chairman of the Supervisory Board met
frequently with the CEO throughout the year and kept
the Supervisory Board informed.
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.
The evaluations were conducted on the basis of
individual interviews of the Supervisory Board
members with the Chairman. The discussions provided
for open conversations and for depth and breadth of
the topics discussed. The periodic use of an external
facilitator to guide the evaluation of the Supervisory
Board will continue to be considered in the future.
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.
The evaluation discussion covered topics such as the
composition and expertise of the Supervisory Board,
the fulfilment of the advisory and supervisory role of
the Supervisory Board, the role of the Chairman of the
Supervisory Board, the topics discussed in the
meetings, the frequency and quality of the meetings,
the quality and timeliness of the meeting materials
and the relation and ways of working with the
Executive Board. The company culture was also
discussed.
The outcome of the evaluations was discussed in a
meeting of the Supervisory Board. The outcome was
very positive and showed that the Supervisory Board
members indicated that the Board functions very well.
A shared conclusion was also that there is room for
open and constructive discussions, well facilitated by
the Chairman of the Supervisory Board. The members
underlined that the Chairman fosters harmony in the
Supervisory Board and enables an inclusive, effective
and positive environment. The evaluation also showed
that the fruitful and constructive relation between the
Supervisory Board and Executive Board is highly
appreciated and valued.
Various suggestions for enhancement of the ways of
working of the Supervisory Board were made in the
evaluations and will be implemented in 2024. As an
example, the Supervisory Board has suggested deep
dives on various strategic and emerging topics with
the Executive Board, including in the commerce area
and developments in the alcohol landscape. The
Supervisory Board would also appreciate a
continuation of the internal and external education,
including on topics such as sustainability and digital
and technology including AI. Furthermore, a few
changes in the set-up of the Committees were
implemented to align the skills and expertise of all
members to the right Committees.
Committees
The Supervisory Board has five Committees: the
Preparatory Committee, the Audit Committee, the
Selection and Appointment Committee, the
Remuneration Committee and the Sustainability and
Responsibility Committee. The Regulations for the
Committees are available on the Company’s website.
The function of the Committees is to prepare the
decision-making of the full Supervisory Board. The full
Supervisory Board retains overall responsibility for the
activities of the Committees.
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.
Audit Committee
Composition: Mrs. Helmes (Chair), Mr. Huët, Mr.
Camacho Beltran (member until 15 February 2023),
Mrs. Arnold (member until 20 April 2023) and
Mrs. Ripley.
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, as well as the Senior Director Global Accounting
and Risk Management.
Preparatory Committee
Composition: Mr. Huët (Chairman), Mr. de Carvalho,
Mr. Das and Mr. Fernandez Carbajal (member until
15 February 2023). The Preparatory Committee met
six times.
Heineken
N.V.
Annual
Report
2023
