CEO and 13,250 for the other Executive Board
members. These will vest, subject to the
fulfilment of the performance condition,
in 2008.
for the year starting 1 January 2006, based
on the share price at 31 December 2005 of
€26.78, 15,777 shares for the CEO and 12,136
shares for the other Executive Board members,
These will vest, subject to the fulfilment of the
performance condition, in 2009.
The performance condition is total shareholder
r< urn, measured over a three-year period,
n stive to a performance peer group. The
p formance peer group is different from
tl labour market peer group and includes
c npanies with which Heineken competes for
s ireholder preference. It is composed of other
b wers, but also includes European companies
0 erating in the branded consumer products
r rket. The performance peer group consists
f a following companies: Anheuser-Busch,
C Isberg, InBev, SABMiller, Scottish Newcastle,
E ikel, L'Oréal, LVMH, Nestlé, Numico and
1 lever.
1 over a three-year period, Heineken performs
fc ter than the median of the peer group a
p portion of the performance shares will vest.
T se vested shares are subject to a holding
r triction of two years. Below median, no
F formance shares will vest. At sixth position,
2 per cent of the target amount will vest. A
I ar vesting schedule applies, with 50 per cent
c he target number vesting at fifth position and
per cent at fourth position. At third position,
target number will vest. If Heineken is ranked
1 t, the maximum number of performance
res will vest. This is 1.5 times the target
ount of shares. At the end of 2006 for the
formance period 2005-07 Heineken was
ked 5th. For the performance period 2006-08
neken was ranked 2nd (at the end of 2005, for
performance period 2005-07 Heineken was
r ked eleventh).
Heineken will acquire the shares that will be
required for vesting.
Contracts
The contracts of the Executive Board are for
an indefinite period of time. The general notice
period is 6 months for the Company and 3 months
for the members of the Executive Board. There is
no specific scheme in the event of dismissal. As
stated in the Comply or Explain Report (February
2005), on the basis of the Dutch Corporate
Governance Code, provision 11.2.7 cannot be
complied with as it violates the law.
Shares held by the Executive Board
As at 31 December 2006, the members of the
Executive Board did not hold directly any of the
Company's shares, convertible bonds or option
rights. One of the Executive Board members held
3,052 shares of Heineken Holding N.V. as per
31 December 2006.
Agreements with former Executive Board
member(s)
An arrangement was made with Mr. Bolland,
who left the company as per 1 August 2006.
Mr. Bolland was compensated with an amount
of €2,550,000, reflecting his 20 years of service
within the company. Furthermore, his salary,
including his short-term bonus (set at target level)
for 2006 was fixed at €850,000 gross (with a pro
rated payment over 1 January-1 August 2006).
The vesting of the performance shares awarded
to him in 2005 and in 2006 will be pro-rated
over the period in service during the relative
performance period. The vesting awarded to
him will occur in 2008 and 2009 respectively,
according to the fulfilment of the performance
condition.
In the annual report over the financial year 2005
a description was given of the agreements with
Messrs. Ruys and Büche. At the end of 2006 their
long-term bonuses were calculated. The amounts
of the bonuses are stated on page 112.
Heineken N.V. gQ
Annual Report 2006 DO