31
Corporate Governance Statement
Introduction
Executive Board
General
Report of the
Report of the
Financial
Sustainability
Other
Introduction
Executive Board
Supervisory Board
Statements
Review
Information
Heineken N.V. Annual Report 2017
Heineken N.V. (the 'Company') is a public company with limited liability incorporated underthe 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 10 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 which has been amended on 8 December
2016 (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.
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 Company culture aimed at long-term value creation, the associated risk profile, the
development of results and corporate social responsibility issues that are relevant to the Company. Further detailed information can be found in the
CEO statement, Our Performance, Our impact on society: from Barley to Bar, Our Business Priorities and the Risk Management section. The Executive
Board is accountable forthis to the Supervisory Board and to the AGM. In discharging its role, the Executive Board shall be guided by the interests 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 choice to work with an Executive Team is to ensure effective implementation
of the key priorities and strategies across the organisation. Throughout the year, members of the Executive Team were invited to give presentations to
the Supervisory Board. Atwo-day meeting was also held between the Supervisory Board and the Executive Board to discuss the Company's strategic
priorities and main risks of the business also in light of its long-term value creation and Company culture contributing to this. During this meeting,
members of the Executive Team presented their respective strategic topics and risks per region or function, as the case maybe.
Executive Board members are appointed by the AGM from a non-binding nomination drawn up bythe 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.
At the 2017 AGM, the Supervisory Board nominated Mr. Jean-Franqois van Boxmeer for re-appointment for a four-year term as member of the
Executive Board and Chairman/CEO, which proposal was adopted.
