O A
Corporate Governance Statement (continued)
Diversity
Conflict of Interest
Remuneration
Supervisory Board
General
Composition of the Supervisory Board
Introductio^^^^^^^^^^H Report of the Executive Board^^^^^l Report of the Supervisory Board
Best practice provision 2.2.1 of the Code
recommends that an Executive Board member is
appointed for a maximum period of four years and
that a member may be reappointed for a term of
not more than four years at a time. In compliance
with this best practice provision, the Supervisory
Board has drawn up a rotation schedule in order
to avoid, as far as possible, a situation in which
Executive Board members retire at the same time.
Members of the Executive Board are not allowed to
hold more than two supervisory board memberships
or non-executive directorships in a Large Dutch
Entity or foreign equivalent. Acceptance of such
external supervisory board memberships or non
executive directorships by members of the Executive
Board is subject to approval by the Supervisory
Board, which has delegated this authority to the
Selection Appointment Committee.
The importance of diversity is recognised by the
Company as described in the Diversity Policy
for the Supervisory Board, Executive Board and
Executive Team, which considers the elements
of a diverse composition in terms of nationality,
gender, age, expertise and experience. It is the aim
of the Company to reflect this in its composition.
The Company strives to give appropriate weight to
the diversity policy in the selection and appointment
process, while taking into account the overall profile
and selection criteria for the appointments of
suitable candidates to the Executive Board. In terms
of gender balance and pursuant to Dutch law,
executive boards of large Dutch public companies,
such as the Company, are deemed to have a
balanced composition if they consist of at least
30% female and 30% male members. Currently,
the Executive Board is composed of one male and
one female member, and is therefore deemed to be
balanced within the meaning of Dutch law.
Dealing with (apparent) conflicts of interest
between the Company and members of its
Executive Board is governed by the Articles of
Association of the Company (the Articles of
Association') and the Code. A member of the
Executive Board shall not take part in any discussion
or decision-making that involves a subject or
transaction in relation to which he has a personal
conflict of interest with the Company. Decisions to
enter into transactions under which members of
the Executive Board have conflicts of interest that
are of material significance to the Company and/
or the relevant member(s) of the Executive Board
require the approval of the Supervisory Board.
Any such decision shall be published in the Annual
Report for the relevant year, along with a reference
to the conflict of interest and a declaration that the
relevant best practice provisions of the Code have
been complied with. In 2018, no transactions were
reported under which a member of the Executive
Board had a conflict of interest that was of
material significance.
In line with the remuneration policy adopted by
the AGM, the remuneration of the members of the
Executive Board is determined by the Supervisory
Board, upon recommendation of the Remuneration
Committee. The remuneration policy and the
elements of the remuneration of the Executive
Board members are set out in the Remuneration
Report and notes 6.5 and 13.3 to the Financial
Statements. The main elements of the employment
agreement with Mr. Van Boxmeer and the service
agreement with Mrs. Debroux are available on our
corporate website.
Heineken N.V. Annual Report 2018
Financial Statements Sustainability Review Other Information
The role of the Supervisory Board is to supervise
the management of the Executive Board and the
general affairs of the Company and its affiliated
enterprises, as well as to assist the Executive Board
by providing advice. In discharging its role, the
Supervisory Board shall be guided by the interests
of the Company and its affiliated enterprises and
shall take into account the relevant interest of the
Company's stakeholders.
The supervision of the Executive Board by the
Supervisory Board includes the achievement of
the Company's objectives, the corporate strategy
and the risks inherent in the business activities,
the design and effectiveness of the internal
risk and control system, the financial reporting
process, compliance with primary and secondary
legislation, the Company-shareholder relationship
and corporate social responsibility issues that are
relevant to the Company. The Supervisory Board
evaluates at least once a year the corporate
strategy and main risks to the business, and the
result of the assessment by the Executive Board
of the design and effectiveness of the internal risk
management and control system, as well as any
significant changes thereto.
The Supervisory Board members are appointed by
the AGM from a non-binding nomination drawn
up by the Supervisory Board. The AGM can dismiss
members of the Supervisory Board by a majority
of the votes cast, if the subject majority at least
represents one-third of the issued capital.
The Supervisory Board consists of 10 members: Hans
Wijers (Chairman), José Antonio Fernandez Carbajal
(Vice-Chairman), Maarten Das, Michel de Carvalho,
Christophe Navarre, Javier Astaburuaga Sanjinés,
Jean-Marc Huët, Pamela Mars Wright, Yonca
Dervijoglu (previously: Brunini) and Marion Helmes.
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. Each Supervisory
Board member is capable of assessing the broad
outline of the overall strategy of the Company and
its businesses and carrying out its duties properly.
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 affinity in the direct line descent 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 N.V., 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 who 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. de Carvalho-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
