Remuneration Report I' production Part I - Executive Board remuneration policy Report of the Supervisory Board Heineken's Executive Board remuneration policy reflects our long-standing remuneration principles of supporting the business strategy, paying for performance and paying competitively and fairly. These core principles remain unchanged as we address the challenges of the current external economic crisis and work to turn them into a long-term advantage for our Company and shareholders. In 2009 the Remuneration Committee reviewed the policy to ensure continuing compliance with our remuneration principles, best corporate governance practices and alignment with our business priorities. Recommended adjustments to the policy by the Supervisory Board will be submitted to the 2010 Annual General Meeting of Shareholders. The Remuneration Report includes three sections: Part I - Describes the current Heineken Executive Board remuneration policy, which was adopted by the Annual General Meeting of Shareholders in 2005 and subsequently adjusted in 2007 Part II - a. Provides details of the remuneration received by the Executive Board in 2009 and b. Describes the changes made to align this remuneration to the principles of the current policy Part III - Outlines the adjustments to the current policy to be submitted to the 2010 Annual General Meeting of Shareholders. Remuneration principles Heineken's Executive Board remuneration policy is designed to meet four key objectives: Support the business strategy - We align our remuneration programmes with business strategies focused on creating long-term growth and shareholder value, while maintaining a tight focus on short-term financial results; Pay for performance - We set clear and measurable goals for our short- and long-term incentives and pay higher compensation when goals are exceeded and lower compensation when goals are not met; Pay competitively - We set target remuneration to be competitive with other multinational corporations of similar size, value and complexity; and Pay fairly - We set target remuneration to be internally consistent and fair. We regularly review internal pay relativities between the Executive Board and senior managers and aim to achieve consistency and alignment where possible. Summary overview of remuneration elements The Executive Board remuneration policy is simple and transparent in design and consists of the following key elements: R< itineration element Description Strategic role E se salary Fixed cash compensation based on level of responsibility and performance Target level set at the median of the labour market peer group Attraction Reward for performance of day-to-day activities ort-term incentive Variable cash payment based on achievement of annual objectives 75% of incentive opportunity is based on financial and operational measures, 25% on individual objectives Drive and reward annual Heineken performance L tg-term incentive F nsion Variable long-term remuneration element paid Drive and reward long-term performance: in Heineken N.V. shares - Increase shareholder value Vesting of shares is based on meeting three- - Focus on long-term sustained success year Heineken N.V. performance objectives Executive retention Share ownership Defined contribution plan or Capital Creation plan Provide for employee welfare and retirement needs Annual Report 2009 - Heineken N.V. 65

Jaarverslagen en Personeelsbladen Heineken

Jaarverslagen | 2009 | | pagina 62