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Corporate Governance Statement (continued)
Remuneration Committee
Selection Appointment Committee
Americas Committee
General Meeting of Shareholders
Convocation
Right to include items on the agenda
Record date
Introductio^^^^^^^^^^H Report of the Executive Board^^^^^l Report of the Supervisory Board
The Remuneration Committee may not be chaired
by the Chairman of the Supervisory Board or by
a former member of the Executive Board or by
a Supervisory Board member who is a member
of the management board of another listed
company. However, given the structure of the
Heineken Group and the character of the Board of
Directors of Heineken Holding N.V., the regulations
of the Remuneration Committee permit that
the Remuneration Committee is chaired by a
Supervisory Board member who is a member
of the Board of Directors of Heineken Holding
N.V. The current Chairman of the Remuneration
Committee, Mr. M. Das, is a Non-Executive Director
(and Chairman) of Heineken Holding N.V.
No more than one member of the Remuneration
Committee may be a member of the management
board of another Dutch listed company.
The Remuneration Committee, inter alia, makes
the proposal to the Supervisory Board for the
remuneration policy to be pursued, and makes a
proposal for the remuneration of the individual
members of the Executive Board for adoption by
the Supervisory Board.
The Selection Appointment Committee, inter
alia, (i) draws up selection criteria and appointment
procedures for Supervisory Board members and
Executive Board members, (ii) periodically assesses
the size and composition of the Supervisory Board
and the Executive Board, and makes a proposal for
a composition profile of the Supervisory Board, (iii)
periodically assesses the functioning of individual
Supervisory Board members and Executive Board
members and reports on this to the Supervisory
Board, (iv) makes proposals for appointments
and reappointments, (v) supervises the policy of
the Executive Board on the selection criteria and
appointment procedures for senior management,
and (vi) decides on a request from Executive
Board members to accept a board membership
of a Large Dutch Entity (as defined above) or
foreign equivalent.
The Americas 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.
Annually, within six months after the end of the
financial year, the AGM shall be held, in which,
inter alia, the following items shall be brought
forward: (i) the discussion of the Annual Report,
(ii) the discussion and adoption of the financial
statements, (iii) discharge of the members of
the Executive Board for their management, (iv)
discharge of the members of the Supervisory Board
for their supervision on the management and (v)
appropriation of profits. The AGM shall be held
in Amsterdam.
Heineken N.V. Annual Report 2018 o
Financial Statements Sustainability Review Other Information
Pursuant to the law, the Executive Board or the
Supervisory Board shall convene the AGM with a
convocation period of at least 42 days (excluding
the date of the meeting, but including the
convocation date).
The Executive Board and the Supervisory Board
are obliged to convene an AGM upon request of
shareholders individually or collectively owning 25%
of the shares issued. Such meeting shall then be
held within eight weeks from the request and shall
deal with the subjects as stated by those who wish
to hold the meeting.
If the Executive Board has been requested in
writing not later than 60 days prior to the date
of the AGM to deal with an item by one or more
shareholders who solely or jointly (i) represent at
least 1% of the issued capital or (ii) at least represent
a value of €50 million, the item will be included
in the convocation or announced in a similar
way. A req uest of a shareholder for an item to be
included on the agenda of the AGM needs to be
substantiated. The principles of reasonableness and
fairness may allow the Executive Board to refuse
the request.
The Code provides the following in best practice
provision 4.1.6: "A shareholder should only exercise
the right to put items on the agenda after they
have consulted with the management board
on this. If one or more shareholders intend to
request that an item be put on the agenda that
may result in a change in the company's strategy,
for example as a result of the dismissal of one or
several management board or supervisory board
members, the management board should be
given the opportunity to stipulate a reasonable
period in which to respond (the response time).
The opportunity to stipulate the response time
should also apply to an intention as referred to
above for judicial leave to call an AGM pursuant to
Section 2:110 of the Dutch Civil Code. The relevant
shareholder should respect the response time
stipulated by the management board, within the
meaning of best practice provision 4.1.7."
If the Executive Board invokes a response time,
such period shall not exceed 180 days from the
moment the Executive Board is informed by one or
more shareholders of their intention to put an item
on the agenda to the day of the AGM at which the
item is to be dealt with. The Executive Board shall
use the response time for further deliberation and
constructive consultation. This shall be monitored by
the Supervisory Board. The response time shall be
invoked only once for any given AGM and shall not
apply to an item in respect of which the response
time has been previously invoked.
For each AGM, the Company shall determine a
record date for the exercise of the voting rights and
participation in the meeting. The record date shall
be the 28th day prior to the date of the meeting.
The record date shall be included in the convocation
notice, as well as the manner in which those
entitled to attend and/or vote in the meeting can
be registered and the manner in which they may
exercise their rights.
Only persons who are shareholders on the record
date may participate and vote in the AGM.
