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

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