Corporate Governance Statement continued Contents Overview Report of the Executive Board Reportofthe Financial Other Supervisory Board Statements Information Composition of the Executive Board The Executive Board currently consists of two members, Chairman/CEO Jean-Francois (J.F.M.L.) van Boxmeer and CFO Laurence Debroux. Information on these Executive Board members is provided below. Jean-Francois (J.F.M.L.) van Boxmeer (1961) Belgian nationality; male. Initial appointment in 2001 Reappointment: 2013*; four-year term ends in 2017; Chairman/CEO (since 2005). No supervisory board seats (or non-executive board memberships) in Large Dutch Entities**. Other positions***: Mondelëz International, USA; Henkel AG Co., Germany; The Dutch Opera (Chairman). Laurence Debroux (1969) French nationality; female. Initial appointment in 2015; four-year term ends in 2019; CFO (since 2015). No supervisory board seats (or non-executive board memberships) in Large Dutch Entities**. Other positions***: Natixis. For the maximum period of four years. Large Dutch Entities are Dutch N.V.s, B.V.s or Foundations (that are required to prepare annual accounts pursuant to Chapter 9 of Book 2 of the Dutch Civil Code or similar legislation) that meet two of the following criteria (on a consolidated basis) on two consecutive balance sheet dates: (i) The value of the assets (according to the balance sheet with the explanatory notes and on the basis of acquisition and manufacturing costs) exceeds EUR17.5 million (as of 1 January 2016: EUR20 million); (ii) The net turnover exceeds EUR35 million (as of 1 January 2016: EUR40 million); (iii) The average number of employees is at least 250. Under 'Other positions', other functions are mentioned that may be relevant to performance of the duties of the Executive Board. Best practice provision II.1.1 of the Code recommends that an Executive Board member is appointed for a maximum 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 same time. Members of the Executive Board are not allowed to hold more than two supervisory board memberships or non-executive directorships in a Large Dutch Entity or foreign equivalent. Acceptance of such external supervisory board memberships or non-executive directorships by members of the Executive Board is subject to approval by the Supervisory Board, which has delegated this authority to the Selection Appointment Committee. Pursuant to the Act on Management and Supervision (the 'Act'), which came into force on 1 January 2013, executive boards of large Dutch public companies, such as Heineken N.V., are deemed to have a balanced composition if they consist of at least 30 per cent female and 30 per cent male members. Currently, the Executive Board is composed of one male and one female member, and is therefore deemed to be balanced within the meaning of the Act. Conflict of interest Dealing with (apparent) conflicts of interest between the Company and members of its Executive Board is governed by the Articles of Association of the Company (the 'Articles of Association') and the Code. A member of the Executive Board shall not take part in any discussion or decision-making that involves a subject or transaction in relation to which he has a personal conflict of interest with the Company. Decisions to enter into transactions under which members have conflicts of interest that are of material significance to the Company and/or the relevant member(s) of the Executive Board require the approval of the Supervisory Board. Any such decisions shall be published in the Annual Report for the relevant year, along with a reference to the conflict of interest and a declaration that the relevant best practice provisions of the Code have been complied with. In 2015, no transactions were reported under which a member of the Executive Board had a conflict of interest that was of material significance. 35 Heineken N.V. Annual Report 2015

Jaarverslagen en Personeelsbladen Heineken

Jaarverslagen | 2015 | | pagina 36