O A To the Shareholders (continued) Independence Remuneration Report of the Executive Board Report of the Supervisory Board The Supervisory Board has a diverse composition in terms of experience, gender, nationality and age. Three out of 10 members are women and seven out of 10 members are non-Dutch. There are six nationalities (American, Belgian, British, Dutch, German and Mexican) and age ranges between 49 and 74. The Supervisory Board is of the opinion that a diversity of experience and skills is represented on its board. The elements of a diverse composition of the Supervisory Board are laid down in the Diversity Policy of the Supervisory Board, Executive Board and Executive Team as per best practice provision 2.1.5 of the Dutch Corporate Governance Code of 8 December 2016 (the 'Code'). In line with Dutch law, the profile of the Supervisory Board and the Diversity Policy state that the Supervisory Board shall pursue that at least 30% of the seats shall be held by men and at least 30% by women. Currently, 30% (i.e. three out of 10) of the Supervisory Board members are female and the Supervisory Board is therefore deemed to be balanced within the meaning of Dutch law. Diversity and gender are important drivers in the selection process. With reference thereto, the Supervisory Board will retain an active and open attitude as regards selecting female candidates. The Supervisory Board however also notes that, in its opinion, gender is only one element of diversity, and that experience, background, knowledge, skills and insight are equally important and relevant criteria in selecting new members. Mr. de Carvalho will have completed his four- year appointment term per the end of the AGM on 25 April 2019. A non-binding nomination for reappointment of Mr. de Carvalho as member of the Supervisory Board shall be submitted to the 2019 AGM. Pursuant to best practice provision 2.1.8 of the Code, Mr. de Carvalho, married to Mrs. C.L. de Carvalho-Heineken, who holds indirectly more than 10% of the shares in the Company, and also an executive director of Heineken Holding N.V., does not qualify as "independent". A reappointment of Mr. de Carvalho for a period of four years is a deviation of the maximum appointment term of best practice provision 2.2.2 of the Code. In the interest of preserving the core values and the structure of the Heineken Group, the Company does not apply the maximum appointment period to members who are related by blood or affinity in the direct line of descent to Mr. A.H. Heineken or who are members of the Board of Directors of Heineken Holding N.V. Mr. Wijers shall resign as Chairman and member of the Supervisory Board at the 2019 AGM after being member of the Supervisory Board for seven years, six of which as its Chairman. He has been actively involved in the continued growth and success of the Company over these years, during which his dedication, significant business experience and wise counsel have been of great importance to the Company. The Supervisory Board expresses gratitude and appreciation to Mr. Wijers for his valuable contribution to the Company. The Supervisory Board has resolved to appoint Mr. Huët, member of the Supervisory Board since 2014 and until 31 December 2018 Chairman of the Audit Committee, as Chairman of the Supervisory Board, effective upon conclusion of the 2019 AGM. Heineken N.V. Annual Report 2018 Financial Statements Sustainability Review Other Information Ms. Dervijoglu (previously: Brunini) shall also resign as a member of the Supervisory Board at the 2019 AGM as her increased executive responsibilities will make it difficult to dedicate sufficient time to her Supervisory Board responsibilities going forward. The Supervisory Board is grateful for the commitment of Ms. Dervijoglu over the past years and for the way she contributed to the Supervisory Board, as well as its Remuneration Committee. A non-binding nomination will be submitted to the 2019 AGM to appoint Mrs. R.L. Ripley and Mrs. I.H. Arnold as members of the Supervisory Board as of 25 April 2019 for a period of four years. 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. 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 of 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 who also is 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 director of Heineken Holding N.V. and also is a representative of FEMSA) and Mr. Astaburuaga Sanjinés (who is a representative of FEMSA). However, the Supervisory Board has ascertained that Mr. de Carvalho, Mr. Das, Mr. Fernandez Carbajal and Mr. Astaburuaga Sanjinés in fact act critically and independently. The AGM determines the remuneration of the members of the Supervisory Board. In 2011, the AGM resolved to adjust the remuneration of the Supervisory Board effective 1 January 2011. The detailed amounts are stated in note 13.3 to the 2018 Financial Statements.

Jaarverslagen en Personeelsbladen Heineken

Jaarverslagen | 2018 | | pagina 49