Report of the Report of the
Contents Overview Executive Board Supervisory Board
Financial
statements
Other information
Executive Board
The remuneration of the members of the Executive Board comprises a fixed component and a variable component. The variable
component is made up of a Short-Term Variable pay and a Long-Term Variable award. The Short-Term Variable pay is based on
financial and operational measures and on individual leadership measures as set by the Supervisory Board. It is partly paid out in
shares that are blocked for a period of five calendar years. After the five calendar years HEINEKEN will match the blocked shares
1:1 which we refer to as the matching share entitlement. For the Long-Term Variable award see note 29. The separate remuneration
report is stated on pages 43-49.
As at 31 December 2013, J.F.M.L. van Boxmeer held 97,829 Company shares and D.R. Elooft Graafland 49,962 (2012: J.F.M.L. van
Boxmeer 48,641 and D.R. Elooft Graafland 25,109 shares). D.R. Elooft Graafland held 3,052 shares of Eleineken EHolding N.V. as at
31 December 2013 (2012: 3,052 shares).
2013
2012
In thousands of EUR
J.F.M.L. van
Boxmeer
D.R. Hooft
Graafland
Total
1F.M.L. van
Boxmeer
D.R. Hooft
Graafland
Total
Fixed Salary
1,150
650
1,800
1,050
650
1,700
Short-Term Variable Pay
1,127
455
1,582
1,361
602
1,963
Matching Share Entitlement1
564
228
792
681
301
982
Long-Term Variable award2
475
227
702
912
477
1,389
APB Bonus and Retention
3,039
1,300
4,339
Pension Plan
470
277
747
496
318
814
Total3
6,825
3,137
9,962
4,500
2,348
6,848
1 The matching share entitlement for 2012 is based on 2012 performance. The matching share entitlement for 2013 is based on 2013 performance. The granted matching
shares vest immediately and as such EUR792 (in thousands) was recognised in the 2013 income statement.
2 The remuneration reported as part of LTV is based on IFRS accounting policies and does not reflect the value of vested performance shares.
3 The Dutch government has introduced for a second time an additional tax levy of 16 per cent over 2013 taxable income above EUR150 thousand, as a liability for the
employer. This tax levy related to remuneration over 2013 for the Executive Board is EUR1,529 (in thousands) and is not included in the table above.
To recognise the excellent achievements of the CEO and CFO in the successful acguisition of Asia Pacific Breweries Limited, the
CEO and CFO were rewarded with an extraordinary share award to the value of their 2012 base salary plus short-term variable pay
opportunity at target level, amounting to EUR2.52 million for the CEO (45,893 shares gross) and EUR1.3 million for the CFO
(23,675 shares gross). The share awards were granted against the closing share price of EUR54.91 net of taxes (i.e. after deduction
of withholding tax due on the full gross award). The awarded Eleineken N.V. shares will remain blocked for a period of five years, also
in case of resignation during that period. Clawback provisions apply to these awards.
To foster the intended re-appointment of the CEO and to ensure the CEO is retained for EIEINEKEN for a number of years ahead,
the Supervisory Board decided to grant a retention share award to the CEO. This retention share award was granted immediately after the
close of the 2013 Annual General Meeting, to the value of EUR1.5 million (27,317 shares gross), against the closing share price of that day.
After two years the share award will vest and will be converted into Eleineken N.V. shares, provided the CEO is still in service at that time.
After vesting, a three-year holding restriction will apply to these shares also in case of resignation during that period, to align with
shareholder interests.
This retention share award will be forfeited in case of dismissal by the Company for an urgent reason within the meaning of the law
('dringende reden'), or in case of dismissal for cause ('gegronde reden') whereby the cause for dismissal concerns unsatisfactory
functioning of the CEO. In addition, revision and clawback provisions apply to this award.
Eleineken N.V. Annual Report 2013
125