Beginning 2011 the Remuneration Committee finalized the proposals to adjust the remuneration policy for the Executive
Board and the remuneration of the Supervisory Board, both as at 1 January 2011The proposals were approved by the
Annual General Meeting of Shareholders on 21 April 2011. The Remuneration Committee paid attention to the pensions
of members of the Executive Board. The Committee also proposed decisions to the Supervisory Board on target setting
and payout levels for the variable pay (short-term and long-term) for the Executive Board (Eleineken 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 organization 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 twice in 2011 and discussed a.o. the integration activities in Mexico and Brazil and paid attention
to specific developments in the region.
Executive Board composition and remuneration
The current Executive Board members were appointed for an indefinite term. Mr. Van Boxmeer was appointed in 2001 and
Mr. Hooft Graafland in 2002. Best practice provision II.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.
Therefore Mr. D.R. Hooft Graafland was reappointed in the Annual General Meeting of Shareholders of 21 April 2011
as member of the Executive Board for a period of four years.
It is contemplated that a non-binding nomination for the reappointment of 1F.M.L. van Boxmeer for a period of four years
will be submitted to the Annual General Meeting of Shareholders of 2013.
In 2011 the Annual General Meeting of Shareholders approved the current remuneration policy for the Executive Board. For
2012 the policy remains unchanged. Details of the policy and its implementation are described in the Remuneration Report.
2011 was again a challenging year, in view of the general economic circumstances. The Supervisory Board wishes to express
its gratitude to the members of the Executive Board and all HEINEKEN employees for their hard work and dedication in 2011
Supervisory Board Heineken N.V.
Fentener van Vlissingen
Amsterdam, 14 February 2012
Heineken N.V. Annual Report 2011