Corporate Governance Statement continued
Report of the
Report of the
Financial
Other
Contents
Overview
Executive Board
Supervisory Board
statements
information
No more than one member of the Remuneration Committee may be a
member of the management board of another Dutch listed company.
The Remuneration Committee, inter alia, makes the proposal to the
Supervisory Board for the remuneration policy to be pursued, and
makes a proposal for the remuneration of the individual members
of the Executive Board for adoption by the Supervisory Board.
Selection Appointment Committee
The Selection Appointment Committee, inter alia, (i) draws
up selection criteria and appointment procedures for Supervisory
Board members and Executive Board members, (ii) periodically
assesses the size and composition of the Supervisory Board and
the Executive Board, and makes a proposal for a composition profile
of the Supervisory Board, (iii) periodically assesses the functioning
of individual Supervisory Board members and Executive Board
members and reports on this to the Supervisory Board, (iv) makes
proposals for appointments and reappointments, (v) supervises
the policy of the Executive Board on the selection criteria and
appointment procedures for senior management, and (vi) decides
on a reguest from Executive Board members to accept a board
membership of a Large Dutch Entity (as defined above) or
foreign eguivalent.
Americas Committee
The Americas 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.
General Meeting of Shareholders
Annually, within six months after the end of the financial year, the
AGM shall be held, in which, inter alia, the following items shall be
brought forward: (i) the discussion of the Annual Report, (ii) the
discussion and adoption of the financial statements, (iii) discharge
of the members of the Executive Board for their management,
(iv) discharge of the members of the Supervisory Board for their
supervision on the management and (v) appropriation of profits.
The AGM shall be held in Amsterdam.
Convocation
Pursuant to the law, the Executive Board or the Supervisory Board
shall convene the AGM with a convocation period of at least 42 days
(excluding the date of the meeting, but including the convocation date).
The Executive Board and the Supervisory Board are obliged to convene
an AGM upon reguest of shareholders individually or collectively
owning 25 percent of the shares. Such meeting shall then be held
within eight weeks from the reguest and shall deal with the subjects
as stated by those who wish to hold the meeting.
Right to include items on the agenda
If the Executive Board has been reguested in writing not later than
60 days prior to the date of the AGM to deal with an item by one or
more shareholders who solely or jointly (i) represent at least 1 per cent
of the issued capital or (ii) at least represent a value of EUR 50 million,
then the item will be included in the convocation or announced in a
similar way. A reguest of a shareholder for an item to be included on
the agenda of the AGM needs to be substantiated. The principles of
reasonableness and fairness may allow the Executive Board to refuse
the reguest.
The Code provides the following in best practice provision IV.4.4:
"A shareholder shall exercise the right of putting an item on the
agenda only after he consulted the executive board about this.
If one or more shareholders intend to reguest that an item be
put on the agenda that may result in a change in the company's
strategy, for example through the dismissal of one or more
Executive or Supervisory Board members, the Executive Board shall
be given the opportunity to stipulate a reasonable period in which
to respond (the response time). This shall also apply to an intention
as referred to above for judicial leave to call a general meeting
pursuant to Article 2:110 of the Dutch Civil Code. The shareholder
shall respect the response time stipulated by the Executive Board
within the meaning of best practice provision II.1.9."
If the Executive Board invokes a response time, such period shall not
exceed 180 days from the moment the Executive Board is informed
by one or more shareholders of their intention to put an item on the
agenda to the day of the general meeting at which the item is to be
dealt with. The Executive Board shall use the response time for further
deliberation and constructive consultation. This shall be monitored
by the Supervisory Board. The response time shall be invoked only
once for any given general meeting and shall not apply to an item
in respect of which the response time has been previously invoked.
Record date
For each AGM, the Company shall determine a record date for the
exercise of the voting rights and participation in the meeting. The record
date shall be the 28th day prior to the date of the meeting. The record
date shall be included in the convocation notice, as well as the manner
in which those entitled to attend and/or vote in the meeting can be
registered and the manner in which they may exercise their rights.
Only persons who are shareholders on the record date may
participate and vote in the AGM.
Participation in person, by proxy or through
electronic communication
Each shareholder is entitled, either personally or by proxy authorised in
writing, to attend the AGM, to address the meeting and to exercise his
or her voting rights.
40
Heineken N.V. Annual Report 2014