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.
