To the Shareholders :ontinued
Report of the
Report of the
Financial
Other
Contents
Overview
Executive Board
Supervisory Board
statements
information
Americas Committee
Composition: Messrs. Fernandez Carbajal (Chairman), de Carvalho,
Navarre and Mrs. Mary Minnick.
The 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 theAmericas
Region. The Chairman of the Executive Board and the Regional
President Americas also attend the Americas Committee meetings.
The Committee met once in 2014 and paid attention to specific
developments in the region, including financial results and strategic
priorities, presented by the Regional President Americas.
Executive Board composition and remuneration
Composition
Best practice provision II.1.1 of the Dutch Corporate Governance Code
of 10 December 2008 recommends that an Executive Board member
is appointed for a period of four years and that a member may
be reappointed for a term of not more than four years at a time.
In compliance with this best practice provision, the Supervisory Board
has drawn up a rotation schedule in order to avoid, as far as possible,
a situation in which Executive Board members retire at the sometime.
Mr. Jean-Frangoisvan Boxmeer was initially appointed for an
indefinite term in 2001 and was reappointed for a period of four
years in 2013.
Mr. René Hooft Graafland will step down upon expiry of his current
four-year term on 24 April 2015.
Mrs. Laurence Debroux has been nominated by the Supervisory
Board for appointment to the Executive Board for a period of
four years as of 24 April 2015.
Pursuant to the Act on Management and Supervision, the Supervisory
Board shall pursue that on the Executive Board at least 30 per cent of
the seats shall be held by men and at least 30 per cent by women.
HEINEKEN strives to appoint a well-balanced mix of men and women
to its senior management, Executive Board and Supervisory Board.
Dutch legislation reguires companies to pursue a policy of having
at least 30 per cent of the seats of the Executive Board and the
Supervisory Board held by women and at least 30 per cent of the
seats held by men. We believe we are making good progress in
implementing this policy. The appointment of Mrs. Laurence
Debroux, who will be nominated for appointment by the Supervisory
Board, will bring the Executive Board's gender diversity well within the
statutory criteria. We note that there may be various pragmatic
reasons - such as the other relevant selection criteria and the
availability of suitable candidates-that could play a complicating
role in achieving the gender targets, at least in the short term.
Remuneration
TheAGM approved the current remuneration policy for the Executive
Board in 2011 and 2014, respectively. Details of the policy and its
implementation are described in the Remuneration Report.
Appreciation
The Supervisory Board wishes to express its gratitude to the members
of the Executive Board and all HEINEKEN employees for their hard
work and dedication in 2014.
Supervisory Board Heineken N.V.
Wijers Fentener van Vlissingen
Fernandez Carbajal Minnick
Das Navarre
de Carvalho AstaburuagaSanjinés
Huët Scheffers
Amsterdam, 10 February 2015
Heineken N.V. Annual Report 2014