Corporate Governance Statement continued
Contents
Overview
Report of the
Executive Board
Report of the
Supervisory Board
Financial
statements
Other information
Right to include items on the agenda
If the Executive Board has been requested in writing not later
than 60 days prior to the date of the General Meeting of
Shareholders to deal with an item by one or more shareholders
who solely or jointly (i) represent at least 1 per cent of the issued
capital or (ii) at least represent a value of EUR50 million, then the
item will be included in the convocation or announced in a similar
way. A request of a shareholder for an item to be included on the
agenda of the General Meeting of Shareholders needs to be
substantiated. The principles of reasonableness and fairness
may allow the Executive Board to refuse the request.
The Dutch Corporate Governance Code of 10 December 2008
provides the following in best practice provision IVA4 "A shareholder
shall exercise the right of putting an item on the agenda only
after he consulted the Executive Board about this. If one or
more shareholders intend to request that an item be put on the
agenda that may result in a change in the Company's strategy
for example, through the dismissal of one or more Executive or
Supervisory Board members, the Executive Board shall be given
the opportunity to stipulate a reasonable period in which to
respond (the response time). This shall also apply to an intention
as referred to above for judicial leave to call a general meeting
pursuant to Article 2:110 of the Dutch Civil Code. The shareholder
shall respect the response time stipulated by the Executive Board
within the meaning of best practice provision II.1.9."
If the Executive Board invokes a response time, such period shall
not exceed 180 days from the moment the Executive Board is
informed by one or more shareholders of their intention to put
an item on the agenda to the day of the general meeting at
which the item is to be dealt with. The Executive Board shall use
the response time for further deliberation and constructive
consultation. This shall be monitored by the Supervisory Board.
The response time shall be invoked only once for any given
general meeting and shall not apply to an item in respect of
which the response time has been previously invoked.
Record date
For each General Meeting of Shareholders, the Company shall
determine a record date for the exercise of the voting rights and
participation in the meeting. The record date shall be the 28th
day prior to the date of the meeting. The record date shall be
included in the convocation notice, as well as the manner in
which those entitled to attend and/or vote in the meeting can be
registered and the manner in which they may exercise their rights.
Only persons that are shareholders on the record date may
participate and vote in the General Meeting of Shareholders.
Participation in person, by proxy or through
electronic communication
Each shareholder is entitled, either personally or by proxy authorised
in writing, to attend the General Meeting of Shareholders, to
address the meeting and to exercise his voting rights.
The Executive Board may determine that the powers set out
in the previous sentence may also be exercised by means of
electronic communication. The Executive Board may subject
the use of electronic communications to conditions which will
then be indicated in the convocation notice.
If a shareholder wants to exercise his rights by proxy authorised
in writing, the written power of attorney must be received by the
Company no later than on the date indicated for that purpose
in the convocation notice. Through its website, the Company
generally facilitates that shareholders can give electronic
voting instructions.
Attendance list
Each person entitled to vote or otherwise entitled to attend
a meeting or such person's representative shall have to sign
the attendance list, stating the number of shares and votes
represented by such person.
Chairman of the General Meeting
All General Meetings of Shareholders shall be presided by the
Chairman or the Vice-Chairman of the Supervisory Board, or in
his absence, by one of the Supervisory Board members present
at the meeting, to be designated by them in mutual consultation.
If no members of the Supervisory Board are present, the meeting
shall appoint its own chairman.
Voting
All resolutions of the General Meeting of Shareholders shall be
adopted by an absolute majority of the votes cast, except for
those cases in which the law or the Articles of Association
prescribe a larger majority.
Each share confers the right to one vote. Blank votes shall be
considered as not having been cast.
The Executive Board may determine in the convocation notice
that any vote cast prior to the General Meeting of Shareholders
by means of electronic communication shall be deemed to be
a vote cast in the General Meeting of Shareholders. Such a vote
may not be cast prior to the record date. A shareholder who has
cast his vote prior to the General Meeting of Shareholders by
means of electronic communication remains entitled, whether
or not represented by a holder of a written power of attorney,
to participate in the General Meeting of Shareholders.
Heineken N.V. Annual Report 2013
34
