Contents
Overview
Report of the
Executive Board
Report of the
Supervisory Board
Financial
statements
Other information
The vested performance shares that remain after income tax withholding are subject to an additional holding restriction of two years.
Pensions
The members of the Executive Board can either participate in a Defined Contribution Pension Plan or in a Capital Creation Plan.
In the Capital Creation Plan, the Executive Board member elects to receive as taxable income the contribution amounts from the
Defined Contribution Pension Plan, less an amount eguivalent to the employee contribution in that plan. Both CEO and CFO
participate in the Capital Creation Plan.
As from 2012, the Defined Contribution Pension Plan and the Capital Creation Plan for Executive Board members have been fully
aligned with the corresponding plans for the Top Executives under Dutch employment contract below the Executive Board. Since the
latter plans have been amended as a result of legislative changes as from 2014, the Supervisory Board has decided to amend the
Executive Board's Capital Creation Plan accordingly, implying a reduction of pension contribution rates by around 11-13 per cent.
Loans
HEINEKEN does not provide loans to the members of the Executive Board.
Part II -The Executive Board's actual remuneration for 2013
The following table provides an overview of the Executive Board's actual remuneration for 2013. This disclosure recognises compensation
in the year in which it becomes unconditional. For disclosures in line with IFRS reporting reguirements, which are 'accrual-based' over
earning/performance periods and may depend on estimations, see note 35 'Related parties' on page 124. The Supervisory Board
conducted a scenario analysis with respect to possible outcomes of the variable remuneration for 2013.
Short-term
Base salary in variable pay1 in
EUR EUR
No. of
performance
shares vesting
Long-term variable award2
Value as of
31.12.2013 of
performance
shares vesting
in EUR
Extraordinary share award3
Value as of the
No. of vesting date of
extraordinary 26.04.2013 Pension cost
shares in EUR in EUR
Van
Boxmeer 1,150,000 1,127,000 16,098 790,090
Hooft
Graafland 650,000 455,000 8,305 407,609
45,893 2,520,000 470,204
23,675 1,300,000 276,565
1The short-term variable pay relates to the performance year 2013 and becomes payable in 2014. Both CEO and CFO have chosen to invest 50 per cent of this value in
Heineken N.V. shares (investment shares). Matching entitlements on these investment shares will be included in the table when they become unconditional (i.e. at year-end 2018)
2The long-term variable awards relate to the performance period 2011-2013 and vest within five business days after the publication of these financial statements on 12
February 2014. The awards are disclosed in gross terms (i.e. before deduction of withholding tax due); the net number of shares awarded (i.e. after withholding tax due),
amounting to 8,150 shares to the CEO and 4,205 shares to the CFO, remain blocked for an additional period of two years until 22 February 2016, also in case of resignation
during that period. To this award revision and claw back provisions apply.
3For the acquisition of Asia Pacific Breweries Limited (APB) in 2012, the Supervisory Board decided to propose to the AGM of 25 April 2013 to reward the CEO and CFO 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 and
EUR1.3 million for the CFO. The AGM approved this proposal. The shares were thus granted on 26 April 2013, against the closing share price of 25 April 2013 of EUR54.91,
and vested at the same time. The awards are disclosed in gross terms (i.e. before deduction of withholding tax due); the net number of shares awarded (i.e. after withholding
tax due), amounting to 24,373 shares to the CEO and 12,573 shares to the CFO, remain blocked for a period of five years until 26 April 2018, also incase of resignation during
that period. Claw back provisions apply to these awards. In addition, the Supervisory Board also decided to propose to the AGM of 25 April 2013 to grant a retention share
award to the CEO to the value of EUR1.5 million. The AGM also approved this proposal. Since this share award has a vesting period of two years, and will therefore only lead
to an actual share award if the CEO is still in service at that time, the recognition of this compensation element will only follow in the table in 2015 when, and if, the award
becomes unconditional. Also to this award revision and claw back provisions apply.
2013 Short-term variable pay
The STV pay for 2013 was subject to four performance measures: Organic Net Profit beia Growth (25 percent), Free Operating Cash
Flow (25 per cent), Organic Gross Profit beia Growth (25 per cent) and individual leadership measures (25 per cent). The Supervisory
Board determined the results against the pre-set targets on these measures as follows:
Organic Net Profit beia Growth - below threshold performance
Free Operating Cash Flow-between target and maximum performance
Organic Gross Profit beia Growth - below threshold performance
Individual leadership measures-at target performance
The resulting STV payout for 2013 is egual to 70 per cent of payout at target level for both CEO and CFO.
Heineken N.V. Annual Report 2013
51
