Remuneration Report Report of the Supervisory Board The Executive Board's remuneration policy reflects our longstanding remuneration principles of supporting the business strategy, paying for performance and paying competitively and fairly. The policy and underlying principles continue to support us in facing ongoing economic challenges in many of our markets. Contrary to 2010 and 2011 the Supervisory Board concluded that there were no reasons to recommend policy adjustments to the Annual General Meeting of Shareholders for 2012. As compared to previous years the transparency of the disclosure of objectives and achievements of the short-term variable pay has been improved in this Report. Introduction The Remuneration Report includes two sections: Part I - Describes the current Executive Board remuneration policy, which was adopted by the Annual General Meeting of Shareholders in 2005 and subseguently adjusted in 2007,2010 and 2011 Part II - Provides details of the remuneration received by the Executive Board for 2011 Part I - Executive Board remuneration policy Remuneration principles The Executive Board's remuneration policy is designed to meet four key objectives: Support the business strategy - We align our remuneration programmes with business strategies focused on creating long-term growth and shareholder value, while maintaining a tight focus on short-term financial results. Pay for performance - We set clear and measurable goals for our short-term variable pay and long-term variable award and pay higher compensation when goals are exceeded and lower compensation when goals are not met. Pay competitively - We set target remuneration to be competitive with other multinational corporations of similar size, value and complexity, and Pay fairly - We set target remuneration to be internally consistent and fair. We regularly review internal pay relativities between the Executive Board and senior managers and aim to achieve consistency and alignment where possible. Summary overview of remuneration elements The Executive Board remuneration policy is simple and transparent in design and consists of the following key elements: Remuneration elementDescriptionStrategic role Base salary Fixed cash compensation based on level Attraction of responsibility Reward for performance of day-to- Target level set at the median of the labour day activities. market peer group. Short-term variable pay Variable payment based on achievement Drive and reward annual of annual objectives HEINEKEN performance 75 per cent of variable pay opportunity is based Drive and reward sound business decisions on financial and operational measures, 25 per cent for the long-term health of HEINEKEN on individual leadership targets Align Executive Board and shareholder interest. Partly paid in cash and partly in investment shares with a holding restriction of five calendar years Investment shares are matched on a 1:1 basis after the holding period. Long-term variable award Variable long-term remuneration element paid Drive and reward sound business decisions in Heineken N.V. shares for the long-term health of HEINEKEN Vesting of shares is based on meeting three-year Align Executive Board and shareholder interest Heineken N.V. performance objectives Support Executive retention. Five-year holding restriction after the date of the award (i.e. approximately two years after vesting). Pension Defined Contribution plan or Provide for employee welfare and 60 Heineken N.V. Annual Report 2011

Jaarverslagen en Personeelsbladen Heineken

Jaarverslagen | 2011 | | pagina 62