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