Report of the
Report of the
Financial
Other
Contents
Overview
Executive Board
Supervisory Board
statements
information
The Supervisory Board has the power to revise the amount of performance shares that will vest to an appropriate amount if the amount of
performance shares that would have vested under the agreed vesting schedule would be unacceptable according to standards of reasonableness
and fairness. The Supervisory Board is entitled to claw back all or part of the shares transferred to the Executive Board members upon vesting
(or the value thereof) insofar as vesting occurred based on incorrect information about achieving the performance conditions.
The vested performance shares that remain after income tax withholding are subject to an additional holding restriction of two years.
Pensions
The members of the Executive Board can either participate in a Defined Contribution Pension Plan or in a Capital Creation Plan. In the Capital
Creation Plan the Executive Board member elects to receive as taxable income the contribution amounts from the Defined Contribution
Pension Plan, less an amount eguivalent to the employee contribution in that plan. Both the CEO and the current CFO participate in the
Capital Creation Plan.
As from 2012 the Defined Contribution Pension Plan and the Capital Creation Plan for Executive Board members have been fully aligned with
the corresponding plans for the top executives under Dutch employment contract below the Executive Board. Since the latter plans have been
amended as a result of legislative changes for 2014, the Supervisory Board has decided to amend the Executive Board's Capital Creation Plan
accordingly, implying a reduction of pension contribution rates by around 11-13 per cent.
Loans
HEINEKEN does not provide loans to the members of the Executive Board.
Part II - The Executive Board's actual remuneration for 2014
The following table provides an overview of the Executive Board's actual remuneration for performance in 2014 that became unconditional.
For disclosures inline with IFRS reporting reguirements, which are 'accrual-based' over earning/performance periods and may depend on
estimations, see note 35 'Related parties' on page 125. The Supervisory Board conducted a scenario analysis with respect to possible
outcomes of the variable remuneration for 2014.
2012-2014 Long-term
variable award2
Value as of
2014 31.12.2014 of
Short-term No. of performance
Base salary in variable pay performance shares vesting Pension cost
EUR in EUR1 shares vesting in EUR3 in EUR
Van Boxmeer
Hooft Graafland
1,150,000 2,769,200 57,681 3,400,295 708,947
650,000 1,118,000 29,757 1,754,175 387,427
1The short-term variable pay relates to the performance year 2014 and becomes payable in 2015.
^he long-term variable award relates to the performance period 2012-2014 and vests shortly after the publication of these financial statements on 11 February 2015.
3The share price as of 31.12.2014 is EUR58.95.
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Heineken N.V. Annual Report 2014