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

Jaarverslagen en Personeelsbladen Heineken

Jaarverslagen | 2018 | | pagina 53