This is caused by the fact that existing base salary levels have been in place since 2007 and the proposal for a new remuneration policy in 2009 was withdrawn. Based on these findings of the Remuneration Committee, the Supervisory Board decided to correct the internal pay equity and close the salary gap with the median of the peer group in 2009. The table below sets out the new base salaries for 2010. 2009 2010 Base salary Base salary Effective date for in EURin EUR 2010 base salary 1 January Van Boxmeer 750,000 950,000 2010 1 January Hooft Graafland 550,000 650,0002010 Long-term incentive addition the Supervisory Board decided to increase the rget LTI award amount from 100 per cent to 125 per cent of base salary for the CEO and from 75 per cent to 100 per cent the base salary for the CFO. Together with the adjusted t se salary, this will increase the total remuneration for both 1 embers of the Executive Board to the median of the labour arket peer group. For the CFO it implies a somewhat higher t tal remuneration than for regular peer group CFOs, j stifled by the broader than normal responsibilities he holds. e increased target LTI award amount will also emphasise ie long-term variable component over the short-term centive thereby increasing the portion of overall mpensation paid on the basis of Heineken's long-term ccess. Until 2010, there was an equal division of variable f iy between short- and long-term incentive, which in light market developments the Supervisory Board no longer ems appropriate. rt III - Adjustments to the Executive Board tiuneration policy as from 2010 ie Supervisory Board adopted the following adjustments the recommendation of the Remuneration Committee the remuneration policy as at 1 January 2010, which are bmitted to the Annual General Meeting of Shareholders r approval. Our core remuneration principles of supporting e business strategy, paying for performance and paying mpetitively and fairly remain unchanged and the following lustments are proposed to further strengthen the link tween pay and performance, more effectively drive ineken's long-term success and comply with the best actices of the Dutch Corporate Governance Code. The following adjustments to the remuneration policy are proposed: 1. Short-term incentive - Revision of performance measures 2. Long-term incentive - Revision of performance measures. Short-term incentive The recent turbulent economic environment has demonstrated the need to modify the ST1 measures on an annual basis to respond timely to the changing business conditions. Therefore, the Supervisory Board recommends modifying the current policy to allow setting specific financial and operational measures on an annual basis. In line with the current policy, the financial and operational measures will still account for 75 per cent of the STI payout and individual leadership targets will account for 25 per cent. At the beginning of the year, the Supervisory Board will then establish financial and operational performance measures and targets for the Executive Board to achieve based on Heineken's business priorities. These are commercially sensitive and will not be disclosed at that moment. At the end of the year, the Supervisory Board reviews the Company's and individual performance against these set measures and targets and then approves the STI payout levels based on the achieved performance. In the Annual Report, the performance measures and their relative weight used will be reported after the end of the year. For threshold, target and maximum performance the following STI payout as a per cent of target applies: Threshold performance - 50 per cent of target (reduced from 60 per cent under the current policy) Target performance - 100 per cent of target (no change from the current policy) Maximum performance -150 per cent of target (no change from the current policy). The target annual STI opportunity remains 100 per cent of base salary for the CEO and 75 per cent of base salary for the CFO. In line with the current policy, the Supervisory Board may at its sole discretion in determining the final payout adjust the short-term incentive amount that would have been payable under the plan rules downwards or upwards if the payout based on plan rules would produce an unfair result due to extraordinary circumstances. The Supervisory Board can also recover from the Executive Board any STI payment made on the basis of incorrect financial or other data (clawback provision). Annual Report 2009 - Heineken N.V. 69

Jaarverslagen en Personeelsbladen Heineken

Jaarverslagen | 2009 | | pagina 66