To the Shareholders continued
Contents
Overview
Report of the
Executive Board
Report of the
Supervisory Board
Financial
statements
Other information
Americas Committee
Composition: Messrs. Fernandez Carbajal (Chairman),
de Carvalho, Navarre and Mrs. Minnick.
The Committee advises the Supervisory Board on the overall
strategic direction of the Americas Region and reviews and evaluates
the performance, the organisation and the management in
the Americas Region. The Chairman of the Executive Board and
the Regional President Americas also attend the Americas
Committee meetings.
The Committee met twice in 2013 and paid attention to specific
developments in the region, including financial results and
strategic priorities, presented by the Regional President Americas.
Remuneration
In 2011, the Annual General Meeting of Shareholders approved
the current remuneration policy for the Executive Board. For
2013, the policy remained unchanged. The Supervisory Board
decided to reward the members of the Executive Board with an
Extraordinary Share Award for their excellent performance in the
successful acguisition of Asia Pacific Breweries Limited. The
Supervisory Board also decided to grant a Retention Share Award
to the CEO to ensure the CEO is retained for HEINEKEN for a
number of years ahead. Both the Extraordinary Share Awards
and the Retention Share Award were approved by the Annual
General Meeting of Shareholders in 2013. Details of the policy,
the proposals and its implementation are described in the
Remuneration Report.
Executive Board composition and remuneration
Composition
Best practice provision II.1.1 of the Dutch Corporate Governance
Code of 10 December 2008 recommends that an Executive
Board member is appointed fora 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 initially appointed for an indefinite
term in 2001 and was reappointed fora period of four years
in 2013.
Mr. Hooft Graafland was initially appointed for an indefinite
term in 2002 and he was reappointed in 2011 for a period
of four years.
Appreciation
The Supervisory Board wishes to express its gratitude to
the members of the Executive Board and all HEINEKEN
employees for their hard work and dedication in 2013.
Supervisory Board Heineken N.V.
Wijers Fentener van Vlissingen
Fernandez Carbajal Minnick
Das Navarre
de Carvalho Astaburuaga Sanjinés
De long Scheffers
Amsterdam, 11 February 2014
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.
On a related note, female representation in the internal resource
committees for global functions was increased in order to further
support gender diversity on Senior Management level. 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.
Heineken N.V. Annual Report 2013
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