46
To the Shareholders (continued)
Report of the
Report of the
Financial
Sustainability
Other
Introduction
Executive Board
Supervisory Board
Statements
Review
Information
Heineken N.V. Annual Report 2017
Remuneration Committee
Composition: Mr. Das (Chairman), Mr. deCarvalho, Mr. Wijersand Ms. Brunini. The Remuneration Committee metfourtimesin 2017.
The Remuneration Committee discussed the new Code and in particular the best practice provisions related to remuneration, including the pay ratio
within the Company.
The Committee made recommendations to the Supervisory Board on 2017 target setting and 2016 payout levels for the STV pay and LTV awards to
the Executive Board, all of which were endorsed by the Supervisory Board. As part of the recommendations the Remuneration Committee took note
of the Executive Board member's views with regard to the amount and structure of their own remuneration.
The Remuneration Committee received a report on status and trends in executive remuneration and executive remuneration governance in orderto
fulfil its remuneration governance responsibilities. The report aimed to review, amongst otherthings, alignment of HEINEKEN's remuneration practices
with its remuneration principles, to provide an overview of HEINEKEN's competitive remuneration positioning versus the market, to assess the relation
between actual remuneration and performance and to update the Committee on executive compensation trends and regulatory development.
A copy of the report was also submitted to the full Supervisory Board.
In addition, a review was performed on the Executive Board Remuneration Policy as well as the Supervisory Board fees and recent developments were
discussed in light of the new Code and the European Shareholders Rights Directive.
Americas Committee
Composition: Mr. Fernandez Carbajal (Chairman), Mr. deCarvalho, Mr. Navarre, and Ms. Mars Wright.
The Committee advises the Supervisory Board on the overall strategic direction of the Americas Region and reviews and evaluates the performance,
the organisation and the management in the Americas Region. The Chairman of the Executive Board and the President Americas also attend the
Americas Committee meetings. The Committee met twice in 2017 and reviewed specific developments in the region, including financial results and
strategic priorities, presented by the President Americas.
Attendance
The Supervisory Board confirms that all Supervisory Board members have adequate time available to give sufficient attention to the concerns of the
Company. In 2017, the attendance rate was 92% for the Supervisory Board meetings and 82% including the Committee meetings. Many Supervisory
Board members were able to attend all seven meetings. In case of absence, members are fully informed in advance, enabling them to provide input
forthe meeting, and they are also updated on the meeting outcome.
The table below provides an overview of the attendance record of the individual members of the Supervisory Board. Attendance is expressed as a
number of meetings attended out of the number eligible to attend.
Selection
Supervisory Preparatory Audit Appointment Remuneration Americas
Board Committee Committee Committee Committee Committee
Mr. Wijers
7/7
7/7
5/5
4/4
Mr. Fernandez Carbajal
7/7
7/7
5/5
2/2
Mr. Das
7/7
7/7
5/5
4/4
Mr. deCarvalho
6/7
6/7
5/5
4/4
2/2
Mrs. Fentenervan Vlissingen
6/7
3/4
4/5
Mr. Navarre
6/7
1/2
Mr. Astaburuaga Sanjinés
6/7
4/4
Mr. Huët
7/7
4/4
Mrs. Mars Wright
5/7
2/2
Ms. Brunini
7/7
4/4
