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to this policy were already proposed and withdrawn in 2009.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
