54
DUTCH CORPORATE GOVERNANCE CODE
Heineken N.V. endorses the principles of 11.2.7
the Dutch Corporate Governance Code of
December 2003 and applies virtually all
best practice provisions. In particular, the
structure of the Heineken Group - and
specifically the relationship between
Heineken Holding N.V. and Heineken N.V. -
prevents Heineken N.V. from applying a
small number of best practice provisions.
REPORT OF THE EXECUTIVE BOARD
HEINEKEN N.V. ANNUAL REPORT 200 i
111.2.1
On 10 December 2008 the amended Dutch Corporate
Governance Code was published. This Code will come
into force with effect from the financial year 2009. As
recommended by the Corporate Governance Code
Monitoring Committee Heineken will include a chapter
in the Annual Report on the financial year 2009 on the
broad outline of the corporate governance structure and
compliance with the amended Code and present this chapter 111.2.2
to the Annual General Meeting of Shareholders in 2010.
Heineken will prepare for presentation in this meeting a
full Comply or Explain report.
Heineken expects that it will apply almost all best practice
provisions. However, in particular in view of the structure
of the Heineken Group some provisions will not be applied.
The Annual Meeting of Shareholders of 20 April 2005
sanctioned the way Heineken deals with the Code of
December 2003 and in particular the non-compliance
with a limited number of best practice provisions. Below
are the best practice provisions not (fully) applied, or
applied with explanation. The full Comply or Explain
report was published in February 2005 and is available
at www.heinekeninternational.com
11.1.1 An Executive Board member is appointed for a
maximum period of four years. A member may be
reappointed for a term of not more than four years
at a time.
Members of the Executive Board who have been
appointed before 31 December 2003 have been
appointed for an indefinite period. This best practice
provision cannot be applied, as it conflicts with the law.
The maximum remuneration in the event
of dismissal is one year's salary (the 'fixed'
remuneration component). If the maximum of one
year's salary would be manifestly unreasonable for
a member of the Executive Board who is dismissed
during his first term of office, such board member
shall be eligible for a severance pay not exceeding
twice the annual salary.
In the contracts of the members of the Executive
Board there is no mention of a specific scheme in the
event of dismissal. This best practice provision will not
be applied as it conflicts with the law.
All Supervisory Board members, with the exception
of not more than one person, shall be independent
within the meaning of best practice provision 111.2.2.
Heineken endorses the principle and Heineken
considers the members of the Supervisory Board as
independent. In a strictly formal sense, however, thret
members of the Supervisory Board do not meet the
applicable criteria.
A Supervisory Board member shall be deemed to be
independent if the following criteria of dependence
do not apply to him. The said criteria are that the
Supervisory Board member concerned or his wife,
registered partner or other life companion, foster
child or relative by blood or marriage up to the
second degree:
a. has been an employee or member of the
management board of the company (including
associated companies as referred to in section 1
of the Disclosure of Major Holdings in Listed
Companies Act (WMZ) 1996) in the five years prioi
to the appointment;
Mr. De Jong was prior to his appointment in 2002
member of the Board of Directors of Heineken
Holding N.V. for one year. According to this criterio
Mr. De Jong would not be independent. With
reference to criterion f, which contains an
exception for management board positions in a
group company, Heineken does not consider this as
an impediment to Mr. De Jong being independent.
b. receives personal financial compensation from
the company, or a company associated with it,
other than the compensation received for the
work performed as a Supervisory Board member
and in so far as this is not in keeping with the
normal course of business;
Mr. Das receives from Heineken Holding N.V. a
financial compensation as Chairman of the Board
of Directors of Heineken Holding N.V. Messrs. Van
Lede and de Carvalho receive from Heineken