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Corporate Governance Statement (continued)
Appointment and dismissal of Supervisory and Executive Board members
Amendment of the Articles of Association
Acquisition of own shares
Issue of shares
Compliance with the Code
Report of the
Report of the
Financial
Sustainability
Other
Introduction
Executive Board
Supervisory Board
Statements
Review
Information
Heineken N.V. Annual Report 2017
Members of the Supervisory Board and the Executive Board are appointed by the AGM on the basis of a non-binding nomination by the
Supervisory Board.
The AGM can dismiss members of the Supervisory Board and the Executive Board by a majority of the votes cast, if the subject majority at least
represents one-third of the issued capital.
The Articles of Association can be amended by resolution of the AGM in which at least half of the issued capital is represented and exclusively either at
the proposal of the Supervisory Board or at the proposal of the Executive Board that has been approved by the Supervisory Board, or at the proposal
of one or more shareholders representing at least half of the issued capital.
On 20 April 2017, the AGM authorised the Executive Board (for the statutory maximum period of 18 months) to acquire own shares subject to the
following conditions and with due observance of the law and the Articles of Association (which require the approval of the Supervisory Board):
The maximum numberof shares which maybe acquired is 10% of the issued share capital of the Company.
Transactions must be executed at a price between the nominal value of the shares and 110% of the opening price quoted for the shares in the Official
Price List (Officiële Prijscourant) of Euronext Amsterdam on the date of the transaction or, in the absence of such a price, the latest price
quoted therein.
Transactions may be executed on the stock exchange or otherwise.
The authorisation may be used in connection with the variable awards for the members of the Executive Board and the LTV for senior management,
but may also serve other purposes, such as other acquisitions. A new authorisation will be submitted for approval at the next AGM on 19 April 2018.
On 20 April 2017, the AGM also authorised the Executive Board (for a period of 18 months) to issue shares or grant rights to subscribe for shares and
to restrict or exclude shareholders' pre-emption rights, with due observance ofthe law and Articles of Association (which requirethe approval of the
Supervisory Board). The authorisation is limited to 10% ofthe Company's issued share capital, as perthe date of issue. The authorisation may be used
in connection with the LTV forthe members ofthe Executive Board and the LTV for senior management, but may also serve other purposes, such as
acquisitions. A new authorisation will be submitted for approval totheAGM at 19 April 2018.
On 8 December 2016, a new Code was published which came into effect on 1 January 2017. The Code can be downloaded at http://www.mccg.nl.
As stated in the Code, there should be a basic recognition that corporate governance must be tailored to the company-specific situation and therefore
that non-application of individual provisions by a company may be justified.
HEINEKEN in principle endorsesthe Code's principles and applies virtually all best practice provisions. However, given the structure ofthe HEINEKEN
Group, and specifically the relationship between the Company and its controlling shareholder Heineken Holding NV.,the Company does not (fully)
apply the following best practice provisions:
2.1.7,2.1.8,2.1.10 and 2.3.4:
Numberof independent Supervisory Board members as well as numberof independent members ofthe Remuneration and Selection Appointment
Committees; in that light the Supervisory Board report does not state that best practice provision 2.1.7 through 2.1.9 has been fulfilled.
2.2.2:
Maximum terms of appointment Supervisory Board members; and
2.3.8:
Temporary nature of appointing a delegated Supervisory Board member.
Furthermore, HEINEKEN does not fully apply best practice provision 3.2.3 (severance payment Executive Board members and notably the one-year
salary limit for such payments) to Mr. Van Boxmeer, in view of his longstanding employment relationship (over 25 years in service) with the Company.
The agreement with Mrs. Debrouxwas made in line with the best practice provisions ofthe 2008 Dutch Corporate Governance Code. Under the 2016
Code, the requirements regarding severance payments are more stringent and as such the Company strictly speaking does not comply with this best
practice provision 3.2.3 during her first term (ending in April 2019). The Company shall comply with it in any subsequent terms after April 2019.
For more information please seethe Remuneration Report.
