58 Report of the Supervisory Board Remuneration Report The second adjustment is to increase the target LTI levels, under the existing LTI plan, from 125 per cent to 150 per cent of base salary for the CEO and from 100 per cent to 125 per cent of base salary for the CFO. With the increased LTI levels the gap with the median incentive levels of the peer companies is further reduced and individual interests are again better aligned with shareholder interests through enhanced share ownership. In combination with the first adjustment, the CEO will now build up a minimum of 220 per cent of base salary worth in shares per year (at target and including future matching entitlements). The CFO will build up a minimum of 175 per cent of base salary worth in shares per year (at target and including future matching entitlements). This will take place five years in a row, before any shares can be sold. Disclosure on performance measures The final adjustment that the Supervisory Board proposes to the Annual General Meeting of Shareholders for approval, is to increase disclosure on the financial and operational measures that determine STI payout. Under the current remuneration policy, the performance measures and their relative weight used are disclosed in the Annual Report after the end of the year. As at 2011, the financial and operational measures will be disclosed up-front. For 2011, these will be Organic gross profit beia growth, Organic net profit beia growth and Free operating cash flow. The third adjustment is to increase the maximum payout (at maximum performance) of the short-term and long-term incentives for the CEO and CFO from 150 per cent of target to 200 per cent of target. The Supervisory Board will relate this additional incentive opportunity to even more ambitious stretched financial, operational and individual leadership targets. The payout at threshold performance will remain 50 per cent of target. After implementing the proposed adjustments to base salary and incentives, the Supervisory Board feels that further alignment of compensation with the new labour market peer group should be postponed to a later stage to a) maintain a certain prudency in providing increases, and b) verify the effects of the 'deferral-and-matching' proposition in practice. The Supervisory Board conducted a scenario analysis with respect to possible outcomes of the adjustments made to the remuneration policy concerning variable remuneration as from 2010.

Jaarverslagen en Personeelsbladen Heineken

Jaarverslagen | 2010 | | pagina 55