The following best practice provisions are not (fully) applied or applied with an explanation: 11.1.1: appointment period Executive Board members; II.2.8: severance payment Executive Board members; III.2.1, III.2.2 a, c and e and III.2.3: independence of Supervisory Board members; III.3.5: appointment period Supervisory Board members; III.4.1 (g): contact with Central Works Council; III.5.H: chairman Remuneration Committee; 111.6.6: delegated Supervisory Board member. Other best practice provisions, which are not applied, relate to the fact that these principles and/or best practice provisions are not applicable to Heineken N.V.: II.2.4,11.2.6 and II.2.7: Heineken does not grant options on shares; III.8: Heineken does not have a one-tier management structure; IV.1.2 Heineken has no financing preference shares; IV.2: Heineken has no depositary receipts of shares, nor a trust office; IV.3.11: Heineken has no anti-takeover measures; IV.4: The principle and best practice provisions relate to shareholders; V.3.3: Heineken has an internal audit function. The Annual General Meeting of Shareholders of 22 April 2010 will have the opportunity to discuss the way Heineken deals with the Code. Item 5a: Adjustments to the Remuneration policy for the Executive Board. The Annual General Meeting of Shareholders is invited to adopt the adjustments to the remuneration policy for the Executive Board as per 1 January 2010. The core remuneration principles of supporting the business strategy, paying for performance and paying competitively and fairly remain unchanged. The proposed adjustments are to further strengthen the link between pay and performance and more effectively drive Heineken's long term success. The adjustments relate to the Short Term Incentive (a.o. allowing to set specific financial and operational measures on an annual basis) and to the Long Term Incentive (a.o. replacing Total Shareholder Return (TSR) with key fundamental financial performance measures. The present policy and the adjustments to the policy are stated in the remuneration report in the annual report (pages 65 to 70) and are posted on the website. Item 5b: Related amendment to the Long Term Incentive Plan for the Executive Board. In order to align the long term incentive for the Executive Board to the principles of the current remuneration policy (remuneration at the median of the labour market peer group) the Supervisory Board determined that the value at target level of the shares that will be conditionally awarded (starting with award of 2010) will be 125% of base salary for the CEO and 100% of base salary for the CFO. As part of the proposed adjustment to the remuneration policy for the Executive Board (also starting with the award of 2010) TSR will be replaced as performance measure by the following financial performance measures: Organic Gross Profit beia Growth, Organic EBIT beia Growth, Earnings per Share (EPS) beia Growth and Free Operating Cash Flow, each having equal weight. At threshold performance 50% of the performance shares will vest (which is 25% under the current TSR measure), at target performance 100% of the performance shares will vest and at maximum performance 150% of the performance shares will vest. The Annual General Meeting of Shareholders is invited to approve the amended level of the shares that will be conditionally awarded under the current remuneration policy and the adjustments to the Long Term Incentive plan. Item 6a: Appointment of Mr. J.A. Fernandez Carbajal. In accordance with the Articles of Association of the Company, the Supervisory Board has made a non-binding nomination for the appointment, subject to the completion of the acquisition of the beer operations of FEMSA, of Mr. Fernandez Carbajal as member of the Supervisory Board, for the maximum period of four years (i.e. until the end of the Annual General Meeting of Shareholders to be held in 2014). The Supervisory Board proposes to appoint Mr. Fernandez Carbajal in view of his broad strategic and operational experience in the beer business in Latin America and specifically in Mexico. José Antonio Fernandez Carbajal joined FEMSA in 1987. He was named Chief Executive Officer of FEMSA in January 1995 and has served as Chairman of the Board of FEMSA since 2001. Before becoming CEO of FEMSA, Mr. Fernandez Carbajal served as the Chief Executive Officer of OXXO, the largest convenience store chain of Latin America. He also held positions in FEMSA's corporate area, as well as in the commercial department of the Cuauhtémoc Moctezuma Brewery. Mr. Fernandez Carbajal is also Chairman of the Board of Coca-Cola FEMSA, Vice Chairman of the Board of Monterrey Tecnológico, and participates on Boards of important national and international companies, such as Grupo Financiero BBVA Bancomer, Grupo Industrial Bimbo, Televisa.

Jaarverslagen en Personeelsbladen Heineken

Jaarverslagen | 2009 | | pagina 6