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.
