64 Report of the Supervisory Board
Remuneration report continued
For the year starting 1 January 2007, based
on the share price of €36.03 at 31 December
2006, 20,816 performance shares for the CEO
and 11,449 performance shares for the CFO.
These will vest, subject to the fulfilment of the
performance condition, in 2010.
For the year starting 1 January 2008, based on
the share price of €44.22 at 31 December 2007,
16,960 performance shares for the CEO and
9,328 performance shares for the CFO. These
will vest, subject to the fulfilment of the
performance condition, in 2011.
Pensions
In 2006 a new pension policy was introduced
for current and future members of the Executive
Board, reflecting the Netherlands market and
Netherlands legislative changes. The arrangement
is based on the principle of defined contribution.
Executive Board members can choose to
participate in the Defined Contribution Plan or
to allocate, within the fiscal rules, the amounts
into a Capital Creation option. In the Defined
Contribution Plan, apart from the survivor's
pension, a separate lump sum of two times base
salary will be paid in the event of death whilst
in service.
In the Capital Creation option the Executive
Board member may elect to receive as income
the Defined Contribution premium amounts from
the pension scheme, less an amount equivalent to
the employee contribution. Instead of a survivor's
pension, a lump sum of, depending on age, ten,
eight, six or four times base salary will be paid,
in the event of death whilst in service.
The retirement age is 65, but individual Executive
Board members may retire earlier with a reduced
level of benefit. Contribution rates are designed
to enable the current Executive Board members
to retire from the Company at the age of 62.
Contracts
The contracts of the Executive Board are for an
indefinite period of time. The general notice period
is six months for the Company and three 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 conflicts with the law.
Shares held by the Executive Board
As at 31 December 2007, except for the
aforementioned performance shares, the
members of the Executive Board did not hold
directly any of the Company's shares, convertible
bonds or option rights.
Mr. Flooft Graafland held 3,052 shares of Heineken
Holding N.V. as per 31 December 2007.
Remuneration Supervisory Board
The amounts paid to the members of the
Supervisory Board are stated on page 125 of the
financial statements. These amounts came into
force as per 2006. The General Meeting of
Shareholders determines the remuneration of the
Supervisory Board.
Shares held by the Supervisory Board
As at 31 December 2007, Mr. de Carvalho held
8 shares in Fleineken N.V. The other Supervisory
Board members do not hold any of the Company's
shares, convertible bonds or option rights. As at
31 December 2007 Mr. Van Lede held 2,656 shares
in Heineken Holding N.V. and Mr. de Carvalho held
8 shares in Heineken Holding N.V.
Supervisory Board Heineken N.V.
Amsterdam, 19 February 2008
Heineken N.V. Annual Report 2007
