Remuneration Report
The Executive Board remuneration policy reflects our longstanding remuneration
principles of supporting the business strategy, paying for performance, and paying
competitively and fairly. The remuneration policy and underlying principles continue
to support our business growth in the widely diverse markets in which we operate.
Part I
Part II
Part III
Part I - Executive Board remuneration policy
Remuneration principles
Support the business strategy
Pay for performance
Pay competitively
Pay fairly
Summary overview of remuneration elements
O Q,
Report of the Executive Board
Report of the Supervisory Board
For 2018, the Remuneration Committee and Supervisory Board reviewed the Executive Board
remuneration policy versus its implementation, and its outcome versus performance. With regard to policy,
the Supervisory Board decided not to recommend any policy change to the 2019 Annual General Meeting
of Shareholders (AGM). With regard to implementation, the Supervisory Board decided to increase the
base salary of the CFO to align it with the aspired policy level of the labour market peer group median,
subject to the approval by the 2019 Annual General Meeting of Shareholders to re-appoint the CFO as
member of the Executive Board.
This Remuneration Report includes three sections:
Describes the prevailing Executive Board remuneration policy, as it was adopted by the AGM in 2011, and
as it has been implemented in 2018 and will be implemented in 2019.
Provides details of the Executive Board actual remuneration for performance ending in, or at year-end, 2018.
Outlines adjustments to the Executive Board remuneration policy and implementation for 2019.
The Executive Board remuneration policy is designed to meet four key principles:
We align our remuneration policy with business strategies focused on creating long-term growth and
shareholder value, while maintaining a tight focus on short-term financial results.
We set clear and measurable targets for our short-term and long-term incentive policies, and we pay
higher remuneration when targets are exceeded and lower remuneration when targets are not met.
Financial Statements
Heineken N.V. Annual Report 2018
Sustainabil ity Review Other Information
We set target remuneration to be competitive with other relevant multinational corporations of similar
size and complexity.
We set target remuneration to be internally consistent and fair; we regularly review internal pay
relativities between the Executive Board and senior managers and aim to achieve consistency and
alignment where possible.
The Executive Board remuneration policy is simple and transparent in design, and consists of the following
key elements:
Remuneration
element Description Strategic role
Base salary Involves fixed cash compensation
Aims for the median of the labour market peer group
Facilitates attraction and is the
basis for competitive pay
Rewards performance of day-
to-day activities
Short-term Is based on achievements of annual measures,
incentive of which a weighted 75% relate to financial and
operational measures for Heineken N.V. and 25%
to individual leadership measures
Aims, at target level, for the median of the labour
market peer group
Is partly paid in cash, and partly in investment
shares with a holding period of five calendar years:
- the part paid in shares is between 25% and 50%
of the full before-tax Short-term incentive amount,
depending on the individual's choice whether, and
to which extent, to exceed the mandatory 25%
share investment
- the part in cash is paid net of taxes (i.e. after deduction
of withholding tax due on the full before-tax Short
term incentive amount)
Drives and rewards annual
HEINEKEN performance
Drives and rewards sound
business decisions for the long
term health of HEINEKEN
Aligns Executive Board and
shareholder interests
Investment shares are matched on a 1:1 basis after
the holding period
