Corporate Governance Statement (continued) Decree Article 10 Take-Over Directive 60 Annual Report 2009 - Heineken N.V. No more than one member of the Remuneration Committee may be a member of the management board of another Dutch listed company. The Remuneration Committee, inter alia, makes the proposal to the Supervisory Board for the remuneration policy to be pursued, and makes a proposal for the remuneration of the individual members of the Executive Board for adoption by the Supervisory Board. Selection and Appointment Committee The Selection and Appointment Committee, inter alia, (i) draws up selection criteria and appointment procedures for Supervisory Board members and Executive Board members, (ii) periodically assesses the size and composition of the Supervisory Board and the Executive Board, and makes a proposal for a composition profile of the Supervisory Board, (iii) periodically assesses the functioning of individual Supervisory Board members and Executive Board members and reports on this to the Supervisory Board, (iv) makes proposals for appointments and reappointments and (v) supervises the policy of the Executive Board on the selection criteria and appointment procedures for senior management. The issued share capital of Heineken N.V. amounts to EUR 783,959,350.40, consisting of 489,974,594 shares of EUR 1.60 each. Each share carries one vote. The shares are listed on Euronext Amsterdam. All shares carry equal rights and are freely transferable (unless provided otherwise hereunder). Pursuant to the Financial Markets Supervision Act (Wet op het financieel toezicht) and the Decree on Disclosure of Major Holdings and Capital Interests in Securities-Issuing Institutions (Besluit melding zeggenschap en kapitaalbelang in uitgevende instellingen), the Financial Markets Authority has been notified about the following substantial shareholding regarding Heineken N.V.: Mrs. C.L. de Carvalho-Heineken (indirectly 50.005 per cent; the direct 50.005 per cent shareholder is Heineken Holding N.V.) Massachusetts Financial Services Company (a capital interest of 4.07 per cent, of which 2.92 per cent is held directly and 1.14 per cent is held indirectly and a voting interest of 5.03 per cent of which 2.91 per cent is held directly and 2.12 per cent is held indirectly. Upon completion of the acquisition of the beer operations of Fomento Económico Mexicano, S.A.B. de C.V. ('FEMSA'), as part of which FEMSA and related companies will receive Heineken N.V. shares (and Heineken Holding N.V. shares), pursuant to the Corporate Governance Agreement to be concluded between Heineken N.V., Heineken Holding N.V., L'Arche Green N.V. and FEMSA: subject to certain exceptions, FEMSA (and any member of the FEMSA group) shall not increase its shareholding in Heineken Holding N.V. above 20 per cent and shall not increase its holding in the Heineken Group above a maximum of 20 per cent economic interest (such capped percentages referred to as the 'Voting Ownership Cap'); subject to certain exceptions, FEMSA (and any member of the FEMSA group) may not exercise any voting rights in respect of any shares beneficially owned by it, if and to th< extent such shares are in excess of the applicable Voting Ownership Cap; FEMSA (and its respective related companies) have agreet not to sell any shares in Heineken N.V. (and in Heineken Holding N.V.) for a five-year period, subject to certain exceptions, including amongst others, (i) beginning in yea three, the right to sell up to 1 per cent of all outstanding shares of each of Heineken N.V. and Heineken Holding N.V. in any calendar quarter (ii) beginning in year three, the right to sell any Heineken N.V. shares and/or any Heineker Holding N.V. shares in any private block sale outside the facilities of a stock exchange so long as Heineken Holding N.V. (as to Heineken N.V. shares) respectively L'Arche Greer N.V. (as to Heineken Holding N.V.-shares) is given first the opportunity to acquire such shares at the market price thereof; unless FEMSA's economic interest in the Heineken Group were to fall below 14 per cent, the current FEMSA control structure were to change or FEMSA were to be subject to a change of control, FEMSA will be entitled to have two representatives in the Heineken N.V. Supervisory Board, one of whom will be a Vice Chairman, who will also serve as the FEMSA representative on the Board of Directors of Heineken Holding N.V. There are share-based Long-Term Incentive Plans for both the Executive Board members and senior management. Eligibility for participation is based on objective criteria. Each year, performance shares are awarded to the participants. Depending on the fulfilment of certain predetermined performance conditions during a three-year performance period, the performance shares will vest and the participants will receive real Heineken N.V. shares. The shares required for the share-based Long-Term Incentive Plans will be acquired by Heineken N.V. The transfer of share to the participants requires the approval of the Supervisory Board of Heineken N.V. Shares received by Executive Board members upon vesting are subject to a holding period of five years as from the date of award of the respective performance shares, which is approximately two years from the vesting date.

Jaarverslagen en Personeelsbladen Heineken

Jaarverslagen | 2009 | | pagina 57