To the Shareholders continued
Reportofthe Reportofthe Financial Other
Contents Overview Executive Board Supervisory Board Statements Information
Remuneration Committee
Composition: Messrs. Das (Chairman), de Carvalho, Wijers and
Mrs. Minnick.The Remuneration Committee met three times in 2015.
The Committee made recommendations to the Supervisory Board on
target setting and payout levels for the STV pay and LTV awards to the
Executive Board, as well as technical changes to the STV and LTV Plan
Rules, all of which were endorsed by the Supervisory Board.
The Remuneration Committee received a presentation on status and
trends in executive remuneration and executive remuneration governance
in order to fulfill its remuneration governance responsibilities.
The presentation aimed to review, among other things, alignment of
HEINEKEN's remuneration practices with its remuneration principles,
to provide an overview of HEINEKEN's competitive positioning versus
the market, to assess the relationship between actual remuneration
and performance and to update the Committee on executive
compensation trends and regulatory developments. A copy of
the report was also submitted to the full Supervisory Board.
Americas Committee
Composition: Messrs. Fernandez Carbajal (Chairman), de Carvalho. Navarre
and Mrs. Minnick.
The Committee advises the Supervisory Board on the overall strategic
direction of the Americas Region and reviews and evaluates the
performance, the organisation and the management in the Americas
Region. The Chairman of the Executive Board and the President Americas
also attend the Americas Committee meetings.
The Committee met twice in 2015 and paid attention to specific
developments in the region, including financial results and strategic
priorities, presented by the President Americas.
Executive Board composition and remuneration
Composition
Best practice provision II.1.1 of the Dutch Corporate Governance Code
of 10 December 2008 recommends that an Executive Board member
is appointed for a 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.
Mr. Jean-Frangois van Boxmeer was initially appointed for an indefinite
term in 2001 and was reappointed for a period of four years in 2013.
Mrs. Laurence Debroux was appointed in 2015 for a period of four years.
Pursuant to the Act on Management and Supervision, the Supervisory
Board shall pursue that on the Executive Board at least 30 per cent of the
seats shall be held by men and at least 30 per cent by women. The current
composition of the Executive Board meets this statutory reguirement.
HEINEKEN also strives to appoint a well-balanced mix of men and women
to its senior management. We note that there may be various pragmatic
reasons - such as the other relevant selection criteria and the availability
of suitable candidates - that could play a complicating role in achieving
a well-balanced mix of men and women to its senior management,
at least in the short term.
Remuneration
The AGM approved the current remuneration policy for the Executive Board
in 2011 and 2014, respectively. Details of the policy and its implementation
are described in the Remuneration Report.
Appreciation
The Supervisory Board wishes to express its gratitude to the members
of the Executive Board and all HEIN EKEN employees for their hard work
and dedication in 2015.
Supervisory Board Heineken N.V.
Wijers Fentenervan Vlissingen
Fernandez Carbajal Minnick
Das Navarre
de Carvalho Astaburuaga Sanjinés
Huët Scheffers
Amsterdam, 9 February 2016
50 Heineken N.V. Annual Report 2015