O A Corporate Governance Statement Introduction Executive Board General Composition of the Executive Board lean-Francois (J.F.M.L.) van Boxmeer Laurence (L.M.) Debroux Introductio^^^^^^^^^^H Report of the Executive Board^^^^^l Report of the Supervisory Board Heineken N.V. (the 'Company') is a public company with limited liability incorporated under the 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 of Shareholders (AGM). The Company is required to comply with, among other regulations, the Dutch Corporate Governance Code of 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. This means, among other things, that it is responsible for setting and achieving the operational and financial objectives of the Company, the strategy to achieve these 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 Chief Executive's Statement, Performance highlights, HEINEKEN as part of society - Creating shared value: from Barley to Bar, Our Business Priorities and the Risk Management section. The Executive Board is accountable for this 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. Heineken N.V. Annual Report 2018 Financial Statements Sustainability Review Other Information 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 and the four Presidents together with four functional Chief Officers (i.e. 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. A two-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 may be. Executive Board members are appointed by the AGM from a non-binding nomination drawn up by the 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. A non-binding nomination for re-appointment of Mrs. Laurence Debroux as member of the Executive Board for a four-year term shall be submitted to the 2019 AGM by the Supervisory Board. 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. 1961 Belgian nationality Male Initial appointment in 2001; Reappointment: 2017*; Four-year term ends in 2021 Profession: 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) 1969 French nationality Female Initial appointment in 2015; Four-year term ends in 2019 Profession: CFO (since 2015) Supervisory board seats (or non-executive board memberships) in Large Dutch Entities**: EXOR Holding N.V., 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, B.V.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 is at least 250. Under 'Other positions', other functions are mentioned that may be relevant to performance of the duties of the Executive Board.

Jaarverslagen en Personeelsbladen Heineken

Jaarverslagen | 2018 | | pagina 38