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