Corporate Governance Statement
Report of the
Report of the
Annual Report 2016
Heineken N.V. (the 'Company') is a public company with limited liability incorporated under the laws of the Netherlands. Its shares are listed on the
Amsterdam Stock Exchange, Euronext Amsterdam.
The Company's management and supervision structure is organised in a so-called two-tier system, which consists of an Executive Board (made up
of two executive directors) and a Supervisory Board (made up of 11 non-executive directors). The Supervisory Board supervises the Executive Board
and ensures that external experience and knowledge are embedded in the Company's way of operating. These two Boards are independent of one
another and accountable to the Annual General Meeting (AGM).
The Company is required to comply with, among other regulations, the Dutch Corporate Governance Code (as lastly amended on 10 December
2008) (the 'Code'). Deviations from the Code are explained in accordance with the Code's "comply or explain" principle.
In this report, the Company addresses its corporate governance structure and states to what extent it applies the best practice provisions of the
Code, and explains which best practice provisions of the Code the Company does not apply, and why. This report also includes the information that
the Company is required to disclose pursuant to the Dutch governmental decree on Article 10 Takeover Directive and the governmental decree on
Corporate Governance. Substantial changes in the Company's corporate governance structure and in the Company's compliance with the Code,
if any, will be submitted to the AGM for discussion under a separate agenda item. This report does not address the new Code, which was presented
by the Monitoring Committee Corporate Governance on 8 December 2016, as the new Code will come into force as of the financial year starting
on 1 January 2017.
The role of the Executive Board is to manage the Company, which means, among other things, that it is responsible for setting and achieving the
operational and financial objectives of the Company, the design of the strategy to achieve the objectives, the parameters to be applied in relation to
the strategy (for example, in respect of the financial ratios), the associated risk profile, the development of results and corporate social responsibility
issues that are relevant to the Company. The Executive Board is accountable for this to the Supervisory Board and to the AGM. In discharging its
role, the Executive Board shall be guided by the interests of all of the Company and its affiliated enterprises, taking into consideration the interests
of the Company's stakeholders. The Executive Board is responsible for complying with all primary and secondary legislation, for managing the risks
associated with the Company's activities and for financing the Company.
The Company has four operating regions: Africa Middle East Eastern Europe, Americas, Asia Pacific and Europe. Each region is headed by a
President. The two members of the Executive Board, the four Presidents and four functional Chief Officers (namely Commercial, Corporate Affairs,
Human Resources and Supply Chain) jointly form the Executive Team. The Executive Team is responsible for the implementation of key priorities
and strategies across the organisation.
Executive Board members are appointed by the AGM from a non-binding nomination drawn up by the Supervisory Board. The Supervisory Board
appoints one of the Executive Board members as Chairman/CEO. The AGM can dismiss members of the Executive Board by a majority of the votes
cast, if the subject majority at least represents one-third of the issued capital.
In 2016, no (re)appointments to the Executive Board were proposed to the AGM.
As announced on 26 October 2016, the Supervisory Board shall nominate Mr. Jean-Franqois van Boxmeer for re-appointment as member of the
Executive Board at the 2017 AGM.