Remuneration Report continued
Contents
Overview
Report of the
Executive Board
Report of the
Supervisory Board
Financial
statements
Other information
As disclosed in note 29 to the Consolidated Financial Statements, the impact of the economic downturn on the pre-2014 performance
has rendered the long-term variable awards over the performance periods 2012-201 4 and 2013-2015 ineffective for post-2013
performance. Therefore, the performance conditions for these awards have been recalibrated to restore the effectiveness of these
awards as stretching performance incentives for the years 2014 and 2015. This has been done for the entire senior management
population upon discretion by the Executive Board, and for the Executive Board, albeit at more stretching levels, upon discretion by
the Supervisory Board. The performance conditions of the long-term variable award over the performance period 2011-2013 have
not been recalibrated. For the long-term variable awards over performance periods 2013-2015 and beyond the Supervisory Board
has agreed for the CEO in the context of his re-appointment in 2013, that resignation will gualify as retirement going forward. Given
existing agreements per 2005 for a specific group of senior managers (including the current Executive Board members), this implies
that such unvested LTV awards at resignation will continue to vest at their regular vesting dates, insofar and to the extent that
pre-determined performance conditions are met. This agreement will not apply 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.
Extraordinary share awards and retention share award
The table below provides an overview of the outstanding Extraordinary share awards and the Retention share award as per
31 December 2013. The Retention share award did not yet vest. The Extraordinary share awards have vested but are still blocked.
Award
Grant date
No. of
shares
granted1
Value of
shares
conditionally
granted as of
the grant
date in EUR
Vesting date
No. of
shares
vesting
on the
vesting
date (after
tax)2
End of blocking
period
Value of
unvested or
blocked
shares as of
31.12.20133
in EUR
Van Extraordinary
Boxmeer share award 26.04.2013
Retention
share award 26.04.2013
Hooft Extraordinary
Graafland share award 26.04.2013
45,893 2,520,000 26.04.2013 24,373 26.04.2018 1,196,227
27,317 1,500,000 26.04.2015 27,317 26.04.2018 1,340,718
23,675 1,300,000 26.04.2013 12,573 26.04.2018 617,083
1The 'Number of shares granted' refers to the grant in gross terms (i.e. before tax withholding).
2As the table reveals, income tax is withheld from the Extraordinary share awards themselves; the Retention share award, will vest 'gross', i.e. withholding tax will be due from
other sources than the award itself.
3The value of the awards is based on the 'Number of shares vesting on the vesting date', and is thus before-tax for the Retention share award and after-tax for the Extraordinary
share awards.
Part III - Adjustment to the Executive Board remuneration policy as from 2014
The Supervisory Board proposes to the 2014 Annual General Meeting of Shareholders an adjustment to the Executive Board
remuneration policy as from 2014.
The proposal is to replace the Organic Gross Profit beia Growth measure in the long-term variable award plan with Organic Revenue
Growth, since it provides a better reflection of the ambition to grow the top line. This proposal aligns the long-term variable award
plan with the short-term variable pay plan in terms of the proposed change of measure towards Organic Revenue Growth.
The result would be that the four performance measures for the long-term variable award for 2014-2016 are Organic Revenue
Growth, Organic EBIT beia Growth, Earnings Per Share beia Growth, and Free Operating Cash Flow, all with egual weights.
Supervisory Board Heineken N.V.
Amsterdam, 11 February 2014
Heineken N.V. Annual Report 2013
54
