Report of the Supervisory Board To the Shareholders
The committee also proposed decisions by the Supervisory
Board on target setting and payout levels for the annual bonus
and the Long-Term Incentive Plan for the Executive Board
(Heineken N.V. shares).
Composition: Messrs. Fernandez Carbajal (Chairman),
de Carvalho and Mrs. Minnick.
As from 2010 the Supervisory Board installed a new committee,
the Americas Committee. The committee advises the Supervisory
Board on the overall strategic direction of the Americas Region
and reviews and evaluates the performance, the organisation
and the management in the Americas Regions. The Chairman
of the Executive Board and the Regional President Americas
also attend the Americas Committee meetings.
The committee met once in 2010 and discussed a.o. the
integration activities in Mexico and Brazil and the 2011 plans
for the Americas. It is the intention to meet twice a year.
Executive Board composition and remuneration
The current Executive Board members have been appointed
for an indefinite term.
Best practice provision 11.1.1 of the Dutch Corporate Governance
Code of 10 December 2008 recommends that an Executive
Board member is appointed for a period of four years and that
a member may be reappointed for a term of not more than four
years at a time.
In compliance with this best practice provision, the Supervisory
Board has drawn up a rotation schedule in order to avoid, as far
as possible, a situation in which Executive Board members retire
at the same time.
A non-binding nomination for the reappointment of
Mr. D.R. Hooft Graafland for a period of four years will be
submitted to the Annual General Meeting of Shareholders
of 21 April 2011. Mr. Hooft Graafland was appointed member
of the Executive Board as at 1 May 2002 for an indefinite
period. The notes to the agenda contain further information.
It is contemplated that a non-binding nomination for the
reappointment of J.F.M.L. van Boxmeer for a period of four years
will be submitted to the Annual General Meeting of Shareholders
In 2005 the Annual General Meeting of Shareholders approved
the remuneration policy for the Executive Board. In 2007 and
in 2009 the Annual General Meeting of Shareholders approved
adjustments. Details of the policy and its implementation are
described on page 53.
Proposals to further adjust the revised remuneration policy,
as from 1 January 2011, will be submitted for approval to the
Annual General Meeting of Shareholders on 21 April 2011.
The proposals are described on page 56.
2010 was again a challenging year, in view of the general
economic circumstances. Much attention was given to the
integration of the acquired businesses, specifically to the
integration in Mexico and Brazil, to Total Cost Management
and to cash flow management. The Supervisory Board wishes
to express its gratitude to the members of the Executive
Board and all Heineken employees for their dedication and
contributions to the results in 2010.
Supervisory Board Heineken N.V.
Fentener van Vlissingen
Amsterdam, 15 February 2011