tiï O Q,
Corporate Governance Statement (continued)
Appointment and dismissal of
Supervisory and Executive Board
members
Amendment of the Articles
of Association
Acquisition of own shares
Issue of shares
Compliance with the Code
Introductio^^^^^^^^^^H Report of the Executive Board^^^^^l Report of the Supervisory Board
Members of the Supervisory Board and the
Executive Board are appointed by the AGM on
the basis of a non-binding nomination by the
Supervisory Board.
The AGM can dismiss members of the Supervisory
Board and the Executive Board by a majority of the
votes cast, if the subject majority at least represents
one-third of the issued capital.
The Articles of Association can be amended by
resolution of the AGM in which at least half of
the issued capital is represented and exclusively
either at the proposal of the Supervisory Board or
at the proposal of the Executive Board that has
been approved by the Supervisory Board, or at the
proposal of one or more shareholders representing
at least half of the issued capital.
On 19 April 2018, the AGM authorised the Executive
Board (for the statutory maximum period of
18 months) to acquire own shares subject to the
following conditions and with due observance of the
law and the Articles of Association (which require
the approval of the Supervisory Board):
The maximum number of shares which may be
acquired is 10% of the issued share capital of the
Company. Transactions must be executed at a price
between the nominal value of the shares and 110%
of the opening price quoted for the shares in the
Official Price List (Officiële Prijscourant) of Euronext
Amsterdam on the date of the transaction or, in
the absence of such a price, the latest price quoted
therein. Transactions may be executed on the stock
exchange or otherwise.
The authorisation may be used in connection
with the LTIP and the STIP for the members
of the Executive Board and the LTIP for senior
management, but may also serve other purposes,
such as acquisitions. A new authorisation will
be submitted for approval at the next AGM on
25 April 2019.
On 19 April 2018, the AGM also authorised the
Executive Board (for a period of 18 months) to issue
shares or grant rights to subscribe for shares and
to restrict or exclude shareholders' pre-emption
rights, with d ue observance of the law and Articles
of Association (which require the approval of the
Supervisory Board). The authorisation is limited
to 10% of the Company's issued share capital, as
per the date of issue. The authorisation may be
used in connection with the LTIP and the STIP for
the members of the Executive Board and the LTIP
for senior management, but may also serve other
purposes, such as acquisitions. A new authorisation
will be submitted for approval to the AGM at
25 April 2019.
Heineken N.V. Annual Report 2018 ^44^
Financial Statements Sustainability Review Other Information
On 8 December 2016, the current Code was
published, which came into effect on 1 January
2017. The Code can be downloaded at
http://www. mccg.nl.
As stated in the Code, there should be a basic
recognition that corporate governance must
be tailored to the company-specific situation
and therefore that non-application of individual
provisions by a company may be justified.
HEINEKEN in principle endorses the Code's
principles and applies virtually all best practice
provisions. However, given the structure of
the HEINEKEN Group, and specifically the
relationship between the Company and its
controlling shareholder Heineken Holding N.V., the
Company does not (fully) apply the following best
practice provisions:
2.1.7, 2.1.8, 2.1.10 and 2.3.4:
Number of independent Supervisory Board
members as well as number of independent
members of the Remuneration and Selection
Appointment Committees; in that light the
Supervisory Board report does not state that
best practice provisions 2.1.7 through 2.1.9 have
been fulfilled;
2.2.2:
Maximum terms of appointment Supervisory Board
members; and
2.3.8:
Temporary nature of appointing a delegated
Supervisory Board member.
Provision 3.2.3
Furthermore, HEINEKEN does not fully apply
best practice provision 3.2.3 (severance payment
Executive Board members and notably the one-year
salary limit for such payments) to Mr. Van Boxmeer,
in view of his long-standing employment
relationship (over 25 years in service) with the
Company. The agreement with Mrs. Debroux was
made in line with the best practice provisions of
the 2008 Dutch Corporate Governance Code.
Under the 2016 Code, the requirements regarding
severance payments are more stringent and as such
the Company strictly speaking does not comply
with this best practice provision 3.2.3 during her
first term (ending in April 2019). The Company
shall comply with it in any subsequent terms after
April 2019. For more information please see the
Remuneration Report.
