Corporate Governance Statement continued
Contents
Overview
Report of the
Executive Board
Reportofthe Financial Other
Supervisory Board Statements Information
The investment shares (which are acquired by the Executive Board
members in the year after the year over which the STV payout is calculated)
are subject to a holding period of five years as from 1 January of the year
in which the investment shares are acquired. Executive Board members are
entitled to receive one additional Eleineken N.V. share (a matching share)
for each investment share held by them at the end of the respective holding
period. The entitlement to receive matching shares shall lapse upon the
termination by the Company of the employment agreement (in respect of
Mr. Van Boxmeer), or service agreement (in respect of Mrs. Debroux), as the
case may be. for an urgent reason ('dringende reden') within the meaning
of the law or in case of dismissal for cause ('ontslag met gegronde redenen')
whereby the cause for dismissal concerns unsatisfactory functioning of the
Executive Board member.
In exceptional situations, extraordinary share entitlements may be awarded
by the Executive Board to employees. These share entitlements are usually
non-performance-related and the employees involved are usually entitled
to receive Heineken N.V. shares after the expiry of a period of time.
The shares required for the LTV. the STV and the extraordinary share
entitlements will be acquired by the Company on the basis of an
authorisation granted by the AGM and subject to approval of the
Supervisory Board of the Company.
Change of control
There are no important agreements to which the Company is
a party and that will automatically come into force, be amended
or be terminated under the condition of a change of control over
the Company as a result of a public offer.
However, the contractual conditions of most of the Company's important
financing agreements and notes issued (potentially) entitle the banks and
noteholders respectively to claim early repayment of the amounts borrowed
by the Company in the situation of a change of control over the Company
(as defined in the respective agreement).
Also, some of HEIN EKEN's important joint venture agreements provide that
in case of a change of control over HEINEKEN (as defined in the respective
agreement), the other party to such agreement may exercise its right to
purchase HEINEKEN's shares in the joint venture, as a result of which the
respective joint venture agreement will terminate.
Compensation rights on termination
of employment service agreement
There are no agreements of the Company with Executive Board members
that specifically entitle them to any compensation rights upon termination
of their employment agreement (in respect of Mr. Van Boxmeer), or service
agreement (in respect of Mrs. Debroux). as the case may be. after
completion of a public offer for Heineken N.V. shares.
If the Company gives notice of termination of the employment
agreement of Mr. Van Boxmeer for a reason which is not an urgent
reason ('dringende reden') within the meaning of the law. the Company
shall pay severance compensation to Mr. Van Boxmeer on expiry of his
employment agreement. This severance compensation shall be set on
the basis of the notion of reasonableness taking into account all the
circumstances of the matter, including whether the Executive Board
member shall be bound by a non-competition obligation and whether
any allowance is paid by the Company in relation to this non-competition
obligation. In case of dismissal for cause ('ontslag met gegronde reden')
whereby the cause for dismissal concerns unsatisfactory functioning of
Mr. Van Boxmeer, the severance compensation cannot exceed one year's
base salary, including holiday allowance.
If the Company gives notice of termination of the service agreement of
Mrs. Debroux for a reason which is not an urgent reason ('dringende reden')
within the meaning of the law. or decides not to extend the service agreement
upon its expiry, or if the AGM does not reappoint Mrs. Debroux as member
of the Executive Board for a subsequent term, the Company shall pay Mrs.
Debroux an amount equal to two years of management fee (in the event
of termination during or upon expiry of Mrs. Debroux's first four-year term),
or an amount equal to one year's management fee (in the event of
termination during or upon expiry of any subsequent term), respectively.
Appointment and dismissal of Supervisory
and Executive Board members
Members of the Supervisory Board and the Executive Board are
appointed by the AGM on the basis of anon-binding nomination
by the Supervisory Board.
The AGM can dismiss members of the Supervisory Board and the
Executive Board by a majority of the votes cast, if the subject majority
at least represents one-third of the issued capital.
44 Heineken N.V. Annual Report 2015
