Contents
Overview
Report of the
Executive Board
Report of the
Supervisory Board
Financial
statements
Other information
Share plans
There is a share-based Long-Term Variable Award ('LTV') for
both the Executive Board members and senior management.
Eligibility for participation is based on objective criteria.
Each year, performance shares are awarded to the participants.
Depending on the fulfilment of certain predetermined
performance conditions during a three-year performance period,
the performance shares will vest and the participants will receive
Eleineken N.V. shares.
Shares received by Executive Board members upon vesting under
the Long-Term Variable Award are subject to a holding period
of five years as from the date of award of the respective
performance shares, which is approximately two years from the
vesting date.
Under the Short-Term Variable Pay ('STV') for the Executive
Board, the Executive Board members are entitled to receive
a cash bonus subject to the fulfilment of predetermined
performance conditions. The Executive Board members are
obliged to invest at least 25 per cent of their STV payout in
Heineken N.V. shares (investment shares) to be delivered by
Heineken N.V.; the maximum they can invest in Heineken N.V.
shares is 50 per cent of their STV payout (at their discretion).
The investment shares (which are acguired by the Executive Board
members in the year after the year over which the STV payout is
calculated) are subject to a holding period of five years as from
1 January of the year in which the investment shares are acguired.
Executive Board members are entitled to receive one additional
Heineken N.V. share (a matching share) for each investment
share held by them at the end of the respective holding period.
The entitlement to receive matching shares shall lapse upon the
termination by the Company of the employment agreement for
an urgent reason ('dringende reden') within the meaning of the
law or in case of dismissal for cause ('ontslag met gegronde
redenen'), whereby the cause for dismissal concerns unsatisfactory
functioning of the Executive Board member.
On 25 April 2013, the Executive Board members received an
extraordinary award of Heineken N.V. shares (see Remuneration
Report for further details). These shares are subject to a holding
period of five years. Furthermore, the Heineken N.V. shares that
will vest subject to the condition of the Retention Share Award
for the CEO (granted on 25 April 2013, see Remuneration Report
for further details) will be subject to a three-year holding period
after vesting.
In exceptional situations, extraordinary share entitlements may
be awarded by the Executive Board to employees. These share
entitlements are usually non-performance-related and the
employees involved are usually entitled to receive Heineken N.V.
shares after the expiry of a period of time.
The shares reguired for the LTV, the STV and the extraordinary
share entitlements will be acguired by Heineken N.V. The transfer
of shares to the participants under the LTV, to the Executive
Board members under the STV and the recipients of extraordinary
share entitlements reguires the approval of the Supervisory
Board of Heineken N.V.
Change of control
There are no important agreements to which Heineken N.V. is
a party and that will automatically come into force, be amended
or be terminated under the condition of a change of control over
Heineken N.V. as a result of a public offer.
However, in the situation of a change of control over Heineken
N.V. (as defined in the respective agreement), the contractual
conditions of most of Heineken N.V.'s important financing
agreements and the terms and conditions of Heineken N.V.'s
bond issues after 2003 entitle the banks and bondholders
respectively to claim early repayment of the amounts borrowed
by Heineken N.V.
Also, some of HEINEKEN's important joint venture agreements
provide that in case of a change of control over HEINEKEN (as
defined in the respective agreement), the other party to such
agreement may exercise its right to purchase HEINEKEN's shares
in the joint venture, as a result of which the respective joint
venture agreement will terminate.
Compensation rights on termination of
employment agreements
There are no agreements of Heineken N.V. with Executive Board
members or other employees that specifically entitle them to any
compensation rights upon termination of their employment
after completion of a public offer for Heineken N.V. shares.
If Heineken N.V. gives notice of termination of the employment
agreement for a reason which is not an urgent reason ('dringende
reden') within the meaning of the law, Heineken N.V. shall pay
severance compensation to the Executive Board member on
expiry of the employment agreement. This severance compensation
shall be set on the basis of the notion of reasonableness taking
into account all the circumstances of the matter, including whether
the Executive Board member shall be bound by a non-competition
obligation and whether any allowance is paid by Heineken N.V.
in relation to this non-competition obligation. In case of dismissal
for cause ('ontslag met gegronde reden'), whereby the cause for
dismissal concerns unsatisfactory functioning of the Executive
Board member, the severance compensation cannot exceed one
year's base salary, including holiday allowance.
Heineken N.V. Annual Report 2013