32
Corporate Governance Statement (continued)
Composition of the Executive Board
Diversity
Conflict of Interest
Remuneration
Report of the
Report of the
Financial
Sustainability
Other
Introduction
Executive Board
Supervisory Board
Statements
Review
Information
Heineken N.V. Annual Report 2017
The Executive Board currently consists of two members, Chairman/CEO Jean-Franqois (J.F.M.L) van Boxmeer and CFO Laurence (L.M.) Debroux.
Information on these Executive Board members is provided below.
Jean-Francois (J.F.M.L.) van Boxmeer (1961)
Belgian nationality; male.
Initial appointment in 2001;
Reappointment: 2017*;
four-yearterm ends in 2021;
Chairman/CEO (since 2005).
No supervisory board seats (or non-executive board memberships) in Large Dutch Entities**.
Other positions***: Mondelez International, USA; Henkel AG Co., Germany; National Opera Ballet, Netherlands (Chairman).
Laurence (L.M.) Debroux (1969)
French nationality; female.
Initial appointment in 2015;
four-yearterm ends in 2019;
CFO (since 2015).
Supervisory board seats (or non-executive board memberships) in Large Dutch Entities**: EXOR Holding NV.,the Netherlands.
Other positions***: HEC (Ecole des Hautes Etudes Commerciales) Paris, France.
For the maximum period of four years.
Large Dutch Entities are Dutch N.V.s, BV.s or Foundations (that are required to prepare annual accounts pursuant to Chapter 9 of Book 2 of the Dutch Civil Code or similar legislation) that meet two of the following
criteria (on a consolidated basis) on two consecutive balance sheet dates:
(i) The value of the assets (according to the balance sheet with the explanatory notes and on the basis of acquisition and manufacturing costs) exceeds €20 million;
(ii) The net turnover exceeds €40 million;
(iii) The average number of employees isat least 250.
Under 'Other positions', other functions are mentioned that may be relevant to performance of the duties of the Executive Board.
Best practice provision 2.2.1 of the Code recommends that an Executive Board member is appointed for a maximum 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.
Members of the Executive Board are not allowed to hold more than two supervisory board memberships or non-executive directorships in a Large
Dutch Entity or foreign equivalent. Acceptance of such external supervisory board memberships or non-executive directorships by members of the
Executive Board is subject to approval by the Supervisory Board, which has delegated this authority to the Selection Appointment Committee.
The importance of diversity is recognised by the Company as described in the Diversity Policy for the Supervisory Board, Executive Board and
Executive Team, which considers the elements of a diverse composition in terms of nationality, gender, age, expertise and experience. It is the aim of
the Company to reflect this in its composition and strives to give appropriate weight to the diversity policy in the selection and appointment process,
while taking into account the overall profile and selection criteria for the appointments of suitable candidates to the Executive Board. In terms of
gender diversity and pursuant to Dutch law, executive boards of large Dutch public companies, such as Heineken NV., are deemed to have a balanced
composition if they consist of at least 30% female and 30% male members. Currently, the Executive Board is composed of one male and one female
member, and is therefore deemed to be balanced within the meaning of Dutch law.
Dealing with (apparent) conflicts of interest between the Company and members of its Executive Board is governed by the Articles of Association of
the Company (the'Articles of Association') and the Code. A member of the Executive Board shall nottake part in any discussion or decision-making
that involves a subject ortransaction in relation to which he has a personal conflict of interest with the Company. Decisions to enter into transactions
under which members have conflicts of interest that are of material significance to the Company and/or the relevant member(s) of the Executive
Board require the approval of the Supervisory Board. Any such decisions shall be published in the Annual Report forthe relevant year, along with a
reference to the conflict of interest and a declaration that the relevant best practice provisions of the Code have been complied with. In 2017, no
transactions were reported under which a member of the Executive Board had a conflict of interest that was of material significance.
In line with the remuneration policy adopted by the AGM,the remuneration of the members of the Executive Board is determined by the Supervisory
Board, upon recommendation of the Remuneration Committee. The remuneration policy and the elements of the remuneration of the Executive
Board members are set out in the Remuneration Report and Notes 27 and 33 to the Financial Statements. The main elements of the employment
agreement with Mr. Van Boxmeer and the service agreement with Mrs. Debroux are available on our corporate website.
