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

Jaarverslagen en Personeelsbladen Heineken

Jaarverslagen | 2018 | | pagina 51