56 Report of the Supervisory Board Remuneration Report Before the adoption of the 2010 Remuneration Policy, the target annual LTI opportunity for the CEO was 100 per cent of base salary and for the CFO 75 per cent of base salary. If Heineken's TSR is higher than that of the median of the performance peer group, the performance shares vest according to the following schedule: Heineken's TSR rank in the 1 2 3 4 5 6 - Median Position 7-11 150% 125% 100% 75% 50% 25% 0% For the period 1 January 2008 - 31 December 2010, Heineken ranked 11th in its performance peer group. As a result, the performance shares awarded in 2008 do not vest in 2011 and no vested shares are allocated to the members of the Executive Board. The Supervisory Board conducted a scenario analysis with respect to possible outcomes of the LTI awards made in 2010 and previous awards made. The table below provides an overview of outstanding LTI awards (awards made but not yet vested as of 31 December 2010). Part III - Adjustments to the Executive Board remuneration policy as from 2011 The Supervisory Board adopted the following adjustments to the remuneration policy as at 1 January 2011, which are submitted to the Annual General Meeting of Shareholders for approval. Our core remuneration principles of supporting the business strategy, paying for performance and paying competitively and fairly, remain unchanged. The adjustments are proposed to ensure that Heineken will be paying competitively and fairly in a more relevant global labour market peer group. Adjustments to this policy were already proposed and withdrawn in 2009. They have, however, again become increasingly relevant after the acquisition of the beer business of FEMSA. The following adjustments to the remuneration policy are proposed: 1. 2. 3. 4. Adoption of a new global labour market peer group Increase of the base salary of the CEO to the new peer group median Increase of the incentive levels of the CEO and CFO to partially close the gap with the new peer group median, whilst extending shareholders' alignment through enhanced share ownership Provide disclosure on performance measures of the short-term incentive. Currently, there are no vested LTI awards subject to the two-year lock-up period, as the awards made in 2006 and 2007 did not result in any shares being vested in 2009 and 2010 respectively. Value of shares conditionally No. of shares vested on the Value of unvested Van Boxmeer 2010 35,692 1,323,102 02.2013 02.2015 1,309,539 2009 34,247 735,626 02.2012 02.2014 1,256,522 2008 16,960 619,549 02.2011 Hooft Graafland 2010 19,537 724,237 02.2013 02.2015 716,813 2009 18,836 404,597 02.2012 02.2014 691,093 3 Determined according to plan rules, using the closing share price of 31 December of the year preceding the grant. 2 Within five business days immediately following the publication of the annual results of the Company, to occur after completion of the performance period

Jaarverslagen en Personeelsbladen Heineken

Jaarverslagen | 2010 | | pagina 53