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.
