Corporate Governance Statement continued Contents Overview Report of the Executive Board Reportofthe Financial Other Supervisory Board Statements Information Amendment of the Articles of Association The Articles of Association can be amended by resolution of the AGM in which at least half of the issued capital is represented and exclusively either at the proposal of the Supervisory Board or at the proposal of the Executive Board that has been approved by the Supervisory Board, or at the proposal of one or more shareholders representing at least half of the issued capital. Acquisition of own shares On 23 April 2015, the AGM authorised the Executive Board (for the statutory maximum period of 18 months) to acquire own shares subject to the following conditions and with due observance of the law and the Articles of Association (which require the approval of the Supervisory Board): a. The maximum number of shares which may be acquired is 10 per cent of the issued share capital of the Company. b. Transactions must be executed at a price between the nominal value of the shares and 110 per cent of the opening price quoted for the shares in the Official Price List (Officiële Prijscourant) of Euronext Amsterdam on the date of the transaction or, in the absence of such a price, the latest price quoted therein. c. Transactions may be executed on the stock exchange or otherwise. The authorisation may be used in connection with the LTV for the members of the Executive Board and the LTV for senior management, but may also serve other purposes, such as other acquisitions. A new authorisation will be submitted for approval at the next AGM on 21 April 2016. In 2015, the Executive Board launched a share buyback programme. During the period starting on 7 May 2015 and ending on 26 October 2015, the Company acquired 5,229,279 shares in its own share capital for a total consideration of €365 million. Issue of shares On 23 April 2015, the AGM also authorised the Executive Board (for a period of 18 months) to issue shares or grant rights to subscribe for shares and to restrict or exclude shareholders' pre-emption rights, with due observance of the law and Articles of Association (which require the approval of the Supervisory Board). The authorisation is limited to 10 per cent of the Company's issued share capital, as per the date of issue. The authorisation may be used in connection with the LTV for the members of the Executive Board and the LTV for senior management, but may also serve other purposes, such as acquisitions. A new authorisation will be submitted for approval to the AGM at 21 April 2016. Compliance with the Code On 10 December 2008, the current Code was introduced. The Code can be downloaded at www.commissiecorporategovernance.nl. The Company has prepared a Comply or Explain report on the basis of the Code. The Comply or Explain report is available at www.theEIEINEKENcompany.com/investors/governance/ corporate-governance-code. As stated in the Code (principle 'Compliance with and enforcement of the Code', paragraph I), there should be a basic recognition that corporate governance must be tailored to the company-specific situation and therefore that non-application of individual provisions by a company may be justified. HEINEKEN in principle endorses the Code's principles and applies virtually all best practice provisions. However, given the structure of the HEINEKEN Group, and specifically the relationship between the Company and its controlling shareholder Heineken Holding N.V., the Company does not (fully) apply the following best practice provisions: III.2.1III.2.3 and III.5.1Number of independent Supervisory Board members; III.3.5: Maximum terms of appointment Supervisory Board members; and III.6.6: Temporary nature of appointing a delegated Supervisory Board member. Furthermore, HEINEKEN does not fully apply best practice provision II.2.8 (severance payment Executive Board members) to Mr. Van Boxmeer. In view of his long-standing employment relationship (over 25 years in service), the limitation of severance payment to one year's salary will only be applied in case of dismissal for cause. Other best practice provisions which are not applied relate to the fact that these principles and/or best practice provisions are not applicable to the Company: II.2.4 II.2.6 and II.2.7: H EIN EKEN does not grant options on shares; III.41 (g): the Central Works Council operates at the level of Heineken Nederlands Beheer B.V., a subsidiary of HEINEKEN with its own Supervisory Board; III.8: HEINEKEN does not have a one-tier management structure; IV.1.2: HEINEKEN has no financing preference shares; IV.2: HEINEKEN has no depositary receipts of shares, nor a trust office; IV.3.11: HEINEKEN has no anti-takeover measures; IV.4 the principle and best practice provisions relate to shareholders; and V.3.3: HEINEKEN has an internal audit function. 45 Heineken N.V. Annual Report 2015

Jaarverslagen en Personeelsbladen Heineken

Jaarverslagen | 2015 | | pagina 46