Report of the
Report of the
Executive Board composition and remuneration
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.
Mr. van Boxmeer was appointed in 2001 for an indefinite term and
will be re-appointed for a period of four years as at 25 April 2013.
A non-binding nomination will be submitted to the Annual General
Meeting of Shareholders in this respect.
Mr. Hooft Graafland was initially appointed for an indefinite term
in 2002 and he was re-appointed in 2011 for a period of four years.
Pursuant to the Act on Management and Supervision, the Supervisory
Board shall pursue that on the Executive Board at least 30 per cent of the
seats shall be held by men and at least 30 per cent by women.
Currently, there are no female members on the Executive Board.
With reference thereto, a global Diversity and Inclusion initiative targets to
fill HEINEKEN's talent pipeline with diversity through a variety of activities
in order to ensure and monitor egual opportunities in recruitment, career
development, promotion, training and reward for all employees.
Furthermore. HEINEKEN promotes the placement of women in non
executive director and supervisory board positions through initiatives
driven by the European Round Table and Professional Boards Forum.
In 2011 the Annual General Meeting of Shareholders approved the current
remuneration policy for the Executive Board. For 2012 the policy remained
unchanged. Details of the policy, the proposals and its implementation are
described in the Remuneration Report.
The Supervisory Board wishes to express its gratitude to the members
of the Executive Board and all H EINEKEN employees for their hard work
and dedication in 2012.
Supervisory Board Heineken N.V.
Van Lede Fentener van Vlissingen
Fernandez Carbajal Minnick
De long Wijers
Amsterdam. 12 February 2013
Heineken N.V. Annual Report 2012