tiï O A
To the Shareholders (continued)
Selection Appointment Committee
Remuneration Committee
Americas Committee
Attendance
Report of the Executive Board
Report of the Supervisory Board
Functional updates in respect of Global
Procurement, Financial Shared Services
Internal Control over Financial Reporting,
Global Treasury and Tax, Pensions, Litigation
and Risk Management.
Update on new IFRS Standard: IFRS 16 (Leases).
HEINEKEN's governance, risk and compliance
(GRC) activities, including the HEINEKEN
Company Rules and the HEINEKEN Code of
Business Conduct.
Post Audit Reviews of large investments.
The outcome of the internal audit activities.
The outcome of the annual Letter of
Representation process and the report from the
Integrity Committee related to fraud reporting
and Speak Up policy.
The evaluation of the external auditor, Deloitte
Accountants B.V
The Chairman of the Audit Committee informed
the Supervisory Board of the discussions held
in the Audit Committee in respect of these
recurring topics.
Composition: Mr. Wijers (Chairman), Mr.
de Carvalho, Mr. Das, Mr. Fernandez Carbajal, and
Mrs. Mars Wright. The Selection Appointment
Committee met five times.
In 2018, the following subjects were on the agenda:
The composition and rotation schedule of the
Supervisory Board and its Committees.
Female representation on the Supervisory Board,
including a list of potential female candidates.
Evaluation of the Supervisory Board and the
Executive Board.
Composition: Mr. Das (Chairman), Mr. de Carvalho,
Mr. Wijers and Ms. Dervijoglu. The Remuneration
Committee met three times in 2018.
The Remuneration Committee discussed the Code
and in particular the best practice provisions related
to remuneration, including the pay ratio within
the Company.
The Committee made recommendations to the
Supervisory Board on 2018 target setting and
2017 payout levels for the Short-Term Incentive
pay and Long-Term Incentive awards to the
Executive Board, all of which were endorsed by the
Supervisory Board. As part of the recommendations
the Remuneration Committee took note of the
Executive Board member's views with regard to the
amount and structure of their own remuneration.
The Remuneration Committee received a report
on status and trends in executive remuneration
and executive remuneration governance in order to
fulfil its remuneration governance responsibilities.
The report aimed to review, amongst other things,
alignment of HEINEKEN's remuneration practices
with its remuneration principles, to provide an
overview of HEINEKEN's competitive remuneration
positioning versus the market, to assess the relation
between actual remuneration and performance,
and to update the Committee on executive
compensation trends and regulatory development.
A copy of the report was also submitted to the full
Supervisory Board.
In addition, a review was performed on the
Executive Board Remuneration Policy as well as the
Supervisory Board fees and recent developments
were discussed in light of the Code and the
European Shareholders Rights Directive.
Financial Statements
Sustainability Review
Heineken N.V. Annual Report 2018^ 50
Other Information
Composition: Mr. Fernandez Carbajal (Chairman), Mr. de Carvalho, Mr. Navarre, and Mrs. Mars Wright.
The 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.
The Chairman of the Executive Board and the President Americas also attend the Americas Committee
meetings. The Committee met twice in 2018 and reviewed specific developments in the region, including
financial results and strategic priorities, presented by the President Americas.
The Supervisory Board confirms that all Supervisory Board members have adequate time available to
give sufficient attention to the concerns of the Company. In 2018, the attendance rate was 96% for
the Supervisory Board meetings and also 96% if including the Committee meetings. Many Supervisory
Board members were able to attend all seven meetings. In case of absence, members are fully
informed in advance, enabling them to provide input for the meeting, and they are also updated on the
meeting outcome.
The table below provides an overview of the attendance record of the individual members of the
Supervisory Board. Attendance is expressed as a number of meetings attended out of the number
eligible to attend.
Selection
Supervisory Preparatory Audit Appointment Remuneration Americas
Board
Committee
Committee
Committee
Committee
Committee
Mr. Wijers
7/7
7/7
5/5
3/3
Mr. Fernandez Carbajal
7/7
7/7
5/5
2/2
Mr. Das
6/7
7/7
4/5
3/3
Mr. de Carvalho
7/7
7/7
5/5
3/3
2/2
Mrs. Fentener van Vlissingen
1/1
1/1
0/1
Mr. Navarre
7/7
2/2
Mr. Astaburuaga Sanjinés
7/7
4/4
Mr. Huët
7/7
4/4
Mrs. Mars Wright
6/7
4/4
2/2
Ms. Dervijoglu
6/7
2/3
Mrs. Helmes
6/6
3/3
