Corporate Governance Statement
Report of the
Report of the
Financial
Other
Contents
Overview
Executive Board
Supervisory Board
statements
information
Introduction
Heineken N.V. (the 'Company') is a public company with limited
liability incorporated under the laws of the Netherlands. Its shares
are listed on the Amsterdam Stock Exchange, Euronext Amsterdam.
The Company's management and supervision structure is organized
in a so-called two-tier system, which consists of an Executive Board
(made up of two executive directors) and a Supervisory Board (made
up of 10 non-executive directors). The Supervisory Board supervises
the Executive Board and ensures that external experience and
knowledge are embedded in the Company's way of operating.
These two Boards are independent of one another and accountable
to the Annual General Meeting (AGM).
The Company is reguired to comply with, among other regulations,
the Dutch Corporate Governance Code (as lastly amended on
10 December 2008) (the 'Code'). Deviations from the Code are
explained in accordance with the Code's "comply or explain" principle.
In this report, the Company addresses its corporate governance
structure and states to what extent it applies the best practice
provisions of the Code, and explains which best practice provisions
of the Code the Company does not apply, and why. This report also
includes the information that the Company is reguired to disclose
pursuant to the Dutch governmental decree on Article 10 Takeover
Directive and the governmental decree on Corporate Governance.
Substantial changes in the Company's corporate governance structure
and in the Company's compliance with the Code, if any, will be
submitted to the AGM for discussion under a separate agenda item.
Executive Board
General
The role of the Executive Board is to manage the Company, which
means, among other things, that it is responsible for setting and
achieving the operational and financial objectives of the Company,
the design of the strategy to achieve the objectives, the parameters
to be applied in relation to the strategy (for example, in respect of the
financial ratios), the associated risk profile, the development of results
and corporate social responsibility issues that are relevant to the
Company. The Executive Board is accountable for this to the Supervisory
Board and to the AGM. In discharging its role, the Executive Board shall
be guided by theinterests of all of the Company and its affiliated
enterprises, taking into consideration the interests of the Company's
stakeholders. The Executive Board is responsible for complying with all
primary and secondary legislation, for managing the risks associated
with the Company's activities and for financing the Company.
The Company has established five operating regions: Western Europe,
Central and Eastern Europe, The Americas, Africa Middle East
and Asia Pacific. Each region is headed by a Regional President. The two
members of the Executive Board, the five Regional Presidents and five
Chief Officers form the Executive Committee. The Executive Committee
is responsible for the implementation of key priorities and strategies
across the organization.
Executive Board members are appointed by the AGM from a
non-binding nomination drawn up by the Supervisory Board. The
Supervisory Board appoints one of the Executive Board members
as Chairman/CEO. The AGM can dismiss members of the Executive
Board by a majority of the votes cast, if the subject majority at least
represents one-third of the issued capital.
In 2014, no (reappointments to the Executive Board were proposed
to the AGM. The Supervisory Board and Mr. René Hooft Graafland
have mutually agreed that the end of his current mandate as
member of the Executive Board will be the logical and natural
moment of transition to the next generation of leadership. To that
purpose an agreement has been reached on his resignation from the
Executive Board as from 24 April 2015, and on the termination of his
employment contract on 1 May 2015. Concurrently, the Supervisory
Board has announced that it will nominate Mrs. Laurence Debroux
for appointment to the Executive Board at the 2015 AGM.
Heineken N.V. Annual Report 2014
