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. 53 Heineken N.V. Annual Report 2014

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