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To the Shareholders (continued)
Independence
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 Supervisory Board has a diverse composition in terms of experience, gender, nationality and age. Three out of 10 members are women and six
out of 10 members are non-Dutch. There are five nationalities (American, Belgian, British, Dutch and Mexican) and age ranges between 46 and 73.
The Supervisory Board is of the opinion that a diversity of experience and skills is represented on its board. The elements of a diverse composition of
the Supervisory Board are laid down in the Diversity Policy of the Supervisory Board, Executive Board and Executive Team as per best practice provision
2.1.5 of the revised Dutch Corporate Governance Code, which was published on 8 December 2016 and which came into effect on 1 January 2017
(the 'Code').
In line with Dutch law, the profile of the Supervisory Board and the Diversity Policy state that the Supervisory Board shall pursue that at least 30% of the
seats shall be held by men and at least 30% by women. Currently, 30% (i.e. three out of 10) of the Supervisory Board members are female and it is
therefore deemed to be balanced within the meaning of Dutch law. Diversity and gender are important drivers in the selection process. With reference
thereto, the Supervisory Board will retain an active and open attitude as regards selecting female candidates, and has established a list of potential
female candidates who will be considered should a vacancy in the Supervisory Board arise. The Supervisory Board however also notes that, in its
opinion, gender is only one element of diversity, and that experience, background, knowledge, skills and insight are equally important and relevant
criteria in selecting new members.
Mr. J.A. Fernandez Carbajal, Mr. J.G. Astaburuaga Sanjinés, Mr. J.M. Huët and Mrs. A.M. Fentener van Vlissingen will have completed their four year
appointment terms perthe end oftheAGM on 19 April 2018. Mr. Huët is eligible for reappointment for a period of four years and anon-binding
nomination shall be submitted to the AGM in that respect. A non-binding nomination forthe reappointment of Mr. Fernandez Carbajal and Mr.
Astaburuaga Sanjinés for a period of four years shall also be submitted to the AGM. Both are representatives of FEMSA (that (in)directly holds a
14.76% economic interest in the Company), and their respective appointments are based on the Corporate Governance Agreement, which was
concluded between (among others) the Company and FEMSA on 30 April 2010, and which was approved by the AGM on 22 April 2010 (in connection
with the acquisition by the Company of FEMSA's beer activities). A reappointment of Mr. Fernandez Carbajal and Mr. Astaburuaga Sanjinés for a period
of fouryears is a deviation of the applicable two-year appointment term as per best practice provision 2.2.2. of the Code, it is however deemed to be in
line with the profile of the Supervisory Board and a reflection of FEMSA's involvement as a long-term shareholder of the Company.
The Supervisory Board is grateful forthe commitment of Mrs. Fentener van Vlissingen over the past 12 years and forthe way she contributed to the
Supervisory Board, as well as its Audit Committee and Selection Appointment Committee.
Anon-binding nomination will be submitted to the Annual General Meeting of Shareholders in 2018 to appoint Mrs. Marion Helmes as member
of the Supervisory Board as of 19 April 2018 fora period of four years. It is the intention that Mrs. Helmes will join the Audit Committee and in time
become the Chair of the Audit Committee, taking over this role from Mr. Huët who will remain a member of the Audit Committee.
The Supervisory Board endorses the principle that the composition of the Supervisory Board shall be such that its members are able to act critically
and independently of one another and of the Executive Board and any particular interests.
Given the structure of the Heineken Group, the Company is of the opinion that, in the context of preserving the continuity of the Heineken Group
and ensuring a focus on long-term value creation, it is in its best interest and that of its stakeholders that the Supervisory Board includes a fair and
adequate representation of persons who are related by blood or marriage to the late Mr. A.H. Heineken (former Chairman of the Executive Board),
or who are members of the Board of Directors of Heineken Holding NV.,even if those persons would not, formally speaking, be considered
'independent' within the meaning of best practice provision 2.1.8 of the Code.
Currently, the majority of the Supervisory Board (i.e. six of its 10 members) qualify as'independent' as per best practice provision 2.1.8 of the
Code. There are four members whom in a strictly formal sense do not meet the applicable criteria for being 'independent' as set out in the Code:
Mr. de Carvalho (who is the spouse of Mrs. C.L. deCarvalho-Heineken, the daughter of the late Mr. A.H. Heineken, and also an executive director of
Heineken Holding N.V.), Mr. Das (who is the Chairman of Heineken Holding N.V.), Mr. Fernandez Carbajal (who is a non-executive director of Heineken
Holding NV. and representative of FEMSA) and Mr. Astaburuaga Sanjinés (who is a representative of FEMSA). However, the Supervisory Board has
ascertained that Mr. de Carvalho, Mr. Das, Mr. Fernandez Carbajal and Mr. Astaburuaga Sanjinés in fact act critically and independently.
The AGM determines the remuneration of the members of the Supervisory Board. In 2011, the AGM resolved to adjust the remuneration of the
Supervisory Board effective 1 January 2011. The detailed amounts are stated in the notes to the financial statements.
