Corporate Governance Statement continued
Report of the
Report of the
Financial
Other
Contents
Overview
Executive Board
Supervisory Board
statements
information
Substantial shareholdings
Pursuant to the Financial Supervision Act (Wet op het financieel
toezicht) and the Decree on Disclosure of Major Holdings and Capital
Interests in Issuing Institutions (Besluit melding zeggenschap en
kapitaalbelang in uitgevende instellingen), the Financial Markets
Authority has been notified about the following substantial
shareholdings regarding the Company:
Mrs. C.L. de Carvalho-Heineken (indirectly 50.005 per cent; the direct
50.005 per cent shareholder is Heineken Holding N.V.).
Voting Trust (FEMSA) (indirectly 10.14 per cent; the direct 10.14 per
cent shareholder is CB Eguity LLP); as at 31 December 2014, Voting
Trust (FEMSA)'s indirect shareholding in the Company (through
CB Eguity LLP) stands at 12.53 per cent.
Massachusetts Financial Services Company (a capital interest of
2.57 percent (of which 1.73 per cent is held directly and 0.94 per cent
is held indirectly) and a voting interest of 4.97 percent (of which
2.04 percent is held directly and 2.94 percent is held indirectly)).
Restrictions related to shares held by FEMSA
Upon completion (on 30 April 2010) of theacguisition of the beer
operations of Fomento Económico Mexicano, S.A.B. de C.V. (FEMSA),
CB Eguity LLP (belonging to the FEMSA group) received Heineken N.V.
shares (and Heineken Holding N.V. shares). Pursuant to the Corporate
Governance Agreement of 30 April 2010 concluded between the
Company, Heineken Holding N.V., LArche Green N.V., FEMSA and
CB Eguity LLP the following applies:
Subject to certain exceptions, FEMSA, CB Eguity LLP, and any
member of the FEMSA group shall not increase its shareholding
in Heineken Holding N.V. above 20 per cent and shall not increase
its holding in the Heineken Group above a maximum of 20 per
cent economic interest (such capped percentages referred to as
the 'Voting Ownership Cap').
Subject to certain exceptions, FEMSA, CB Eguity LLP and any member
of the FEMSA group may not exercise any voting rights in respect
of any shares beneficially owned by it, if and to the extent that
such shares are in excess of the applicable Voting Ownership Cap.
FEMSA, CB Eguity and any member of the FEMSA group may not
sell any shares in the Company (and in Heineken Holding N.V.)
for a five-year period, subject to certain exceptions, including
among others, (i) beginning in year three, the right to sell up to
1 per cent of all outstanding shares of each of the Company and
Heineken Holding N.V. in any calendar guarter and (ii) beginning
in year three, the right to sell any Company shares and/or any
Heineken Holding N.V. shares in any private block sale outside the
facilities of a stock exchange so long as Heineken Holding N.V.
(as to Heineken N.V. shares) or LArche Green N.V. (as to Heineken
Holding N.V. shares), as the case maybe, is given first the
opportunity to acguire such shares at the market price thereof.
Unless FEMSA's economic interest in the Heineken Group were
to fall below 14 per cent, the current FEMSA control structure were
to change or FEMSA were to be subject to a change of control,
FEMSA is entitled to have two representatives on the Company's
Supervisory Board, one of whom will be Vice-Chairman, who also
serves as the FEMSA representative on the Board of Directors of
Heineken Holding N.V.
Share plans
There is a share-based LTV award for both the Executive Board
members and senior management. Eligibility for participation
in the LTV by senior management is based on objective criteria.
Each year, performance shares are awarded to the participants.
Depending on the fulfilment of certain predetermined performance
conditions during a three-year performance period, the performance
shares will vest and the participants will receive Heineken N.V. shares.
Shares received by Executive Board members upon vesting under
the Long-Term Variable Award are subject to a holding period of
five years as from the date of award of the respective performance
shares, which is approximately two years from the vesting date.
Under the short-term variable pay (STV) for the Executive Board,
the Executive Board members are entitled to receive a cash bonus
subject to the fulfilment of predetermined performance conditions.
The Executive Board members are obliged to invest at least 25 per
cent of their STV payout in Heineken N.V. shares (investment
shares) to be delivered by the Company; the maximum they can
invest in Heineken N.V. shares is 50 per cent of their STV payout
(at their discretion).
The investment shares (which are acguired by the Executive Board
members in the year after the year over which the STV payout is
calculated) are subject to a holding period of five years as from
1 January of the year in which the investment shares are acguired.
Executive Board members are entitled to receive one additional
Heineken N.V. share (a matching share) for each investment share held
by them at the end of the respective holding period. The entitlement
to receive matching shares shall lapse upon the termination by
the Company of the employment agreement for an urgent reason
('dringende reden') within the meaning of the law or in case of
dismissal for cause ('ontslag met gegronde redenen') whereby the
cause for dismissal concerns unsatisfactory functioning of the
Executive Board member.
In exceptional situations, extraordinary share entitlements may
be awarded by the Executive Board to employees. These share
entitlements are usually non-performance-related and the employees
involved are usually entitled to receive Heineken N.V. shares after the
expiry of a period of time.
Heineken N.V. Annual Report 2014