Corporate Governance Statement
Reportofthe Reportofthe Financial Other
Contents Overview Executive Board Supervisory Board Statements Information
Introduction
Heineken N.V. (the 'Company') is a public company with limited liability
incorporated under the laws of the Netherlands. Its shares are listed
on the Amsterdam Stock Exchange. Euronext Amsterdam.
The Company's management and supervision structure is organized in a
so-called two-tier system, which consists of an Executive Board (made up
of two executive directors) and a Supervisory Board (made up of 10 non
executive directors). The Supervisory Board supervises the Executive Board
and ensures that external experience and knowledge are embedded in the
Company's way of operating. These two Boards are independent of one
another and accountable to the Annual General Meeting (AGM).
The Company is reguired to comply with, among other regulations, the
Dutch Corporate Governance Code (as lastly amended on 10 December
2008) (the 'Code'). Deviations from the Code are explained in accordance
with the Code's "comply or explain" principle.
In this report, the Company addresses its corporate governance structure
and states to what extent it applies the best practice provisions of the Code,
and explains which best practice provisions of the Code the Company does
not apply, and why. This report also includes the information that the
Company is reguired to disclose pursuant to the Dutch governmental decree
on Article 10 Takeover Directive and the governmental decree on Corporate
Governance. Substantial changes in the Company's corporate governance
structure and in the Company's compliance with the Code, if any. will be
submitted to the AGM for discussion under a separate agenda item.
Executive Board
General
The role of the Executive Board is to manage the Company, which means,
among other things, that it is responsible for setting and achieving the
operational and financial objectives of the Company, the design of the
strategy to achieve the objectives, the parameters to be applied in relation
to the strategy (for example, in respect of the financial ratios), the associated
risk profile, the development of results and corporate social responsibility
issues that are relevant to the Company. The Executive Board is accountable
for this to the Supervisory Board and to the AGM. In discharging its role,
the Executive Board shall be guided by the interests of all of the Company
and its affiliated enterprises, taking into consideration the interests of the
Company's stakeholders. The Executive Board is responsible for complying
with all primary and secondary legislation, for managing the risks associated
with the Company's activities and for financing the Company.
The Company has four operating regions: Europe. The Americas. Africa
Middle East and Eastern Europe, and Asia Pacific. Each region is headed by
a President. The two members of the Executive Board, the four Presidents
and four Chief Officers jointly form the Executive Team (formerly known
as the Executive Committee). The Executive Team is responsible for the
implementation of key priorities and strategies across the organisation.
Executive Board members are appointed by the AGM from a non-binding
nomination drawn up by the Supervisory Board. The Supervisory Board
appoints one of the Executive Board members as Chairman/CEO.
The AGM can dismiss members of the Executive Board by a majority
of the votes cast, if the subject majority at least represents one-third
of the issued capital.
In 2015. the AGM approved a proposal to appoint Mrs. Laurence Debroux
to the Executive Board, in succession of Mr. René Hooft Graafland.
For 2016. no (re)appointments to the Executive Board are scheduled
to be proposed to the AGM.
34 Heineken N.V. Annual Report 2015