Corporate Governance Statement
Introduction
Executive Board
General
Composition of the Executive Board
lean-Francois (J.F.M.L.) van Boxmeer
Laurence (L.M.) Debroux
O O Qs
Report of the Executive Board^^^M Report of the Supervisory Board
Heineken N.V. (the 'Company') is a public company
with limited liability incorporated under the laws
of the Netherlands. Its shares are listed on the
Amsterdam Stock Exchange, Euronext Amsterdam.
The Company's management and supervision
structure is organised in a so-called two-tier system,
which consists of an Executive Board (made up
of two executive members) and a Supervisory
Board (made up of 10 non-executive members).
The Supervisory Board supervises the Executive
Board and ensures that external experience and
knowledge are embedded in the Company's way
of operating. These two Boards are independent of
one another and accountable to the Annual General
Meeting (AGM).
The Company is required to comply with, among
other regulations, the Dutch Corporate Governance
Code of 8 December 2016 (the 'Code'). Deviations
from the Code are explained in accordance with the
Code's "comply or explain" principle.
In this report, the Company addresses its corporate
governance structure and states to what extent
it applies the best practice provisions of the Code,
and explains which best practice provisions of
the Code the Company does not apply, and why.
This report also includes the information that
the Company is required to disclose pursuant to
the Dutch governmental decree on Article 10
Takeover Directive and the governmental decree on
Corporate Governance. Substantial changes in the
Company's corporate governance structure and in
the Company's compliance with the Code, if any,
will be submitted to the AGM for discussion under
a separate agenda item.
The role of the Executive Board is to manage
the Company. This means, among other things,
that it is responsible for setting and achieving
the operational and financial objectives of the
Company, the strategy to achieve these objectives,
the parameters to be applied in relation to the
strategy (for example, in respect of the financial
ratios), the Company culture aimed at long-term
value creation, the associated risk profile, the
development of results and corporate social
responsibility issues that are relevant to the
Company. Further detailed information can be
found in the Chief Executive's statement, Our
Performance, HEINEKEN as part of society -
creating shared value, Our impact from Barley
to Bar, Our Business Priorities and the Risk
Management section. The Executive Board is
accountable for this to the Supervisory Board and to
the AGM. In discharging its role, the Executive Board
shall be guided by the interests of the Company and
its affiliated enterprises, taking into consideration
the interests of the Company's stakeholders.
The Executive Board is responsible for complying
with all primary and secondary legislation, for
managing the risks associated with the Company's
activities and for financing the Company.
The Company has four operating regions: Africa
Middle East Eastern Europe, Americas, Asia
Pacific and Europe. Each region is headed by a
President. The two members of the Executive
Board and the four Presidents together with four
functional Chief Officers (i.e. Commercial, Corporate
Affairs, Human Resources and Supply Chain)
jointly form the Executive Team. The choice to
work with an Executive Team is to ensure effective
implementation of the key priorities and strategies
across the organisation.
Heineken N.V. Annual Report 2019I39
Financial Statements Sustainability Review Other Information
Throughout the year, members of the Executive
Team were invited to give presentations to the
Supervisory Board. A two-day meeting was also
held between the Supervisory Board and the
Executive Board to discuss the Company's strategic
priorities and main risks of the business also in light
of its long-term value creation and Company culture
contributing to this. During this meeting, members
of the Executive Team presented their respective
strategic topics and risks per region or function,
as the case may be.
Executive Board members are appointed by the
AGM from a non-binding nomination drawn up
by the Supervisory Board. The Supervisory Board
appoints one of the Executive Board members as
Chairman/CEO. The AGM can dismiss members of
the Executive Board by a majority of the votes cast,
if the subject majority at least represents one-third
of the issued capital.
In 2019, the AGM approved a proposal to
re-appoint Mrs. Laurence Debroux for the
maximum term of four years to the Executive
Board. Following his successful 15 year leadership
of the Company, Jean-Franqois van Boxmeer will
hand over his responsibilities as Chairman of the
Executive Board and CEO of Heineken N.V. to Dolf
van den Brink on 1 June 2020. The Supervisory
Board has announced that it will nominate Dolf
van den Brink to be appointed as member of the
Executive Board at the 2020 AGM for a period
of four years. Dolf van den Brink will, subject to
appointment by the 2020 AGM, join Heineken N.V.
on 23 April 2020 as member of the Executive Board,
and will work alongside Mr. Van Boxmeer to ensure
a smooth and effective transition as Chairman of
the Executive Board and CEO of Heineken N.V. as of
1 June 2020. For more details please see the press
release as issued on 11 February 2020.
The Executive Board currently consists of two
members, Chairman/CEO Jean-Franqois (J.F.M.L.)
van Boxmeer and CFO Laurence (L.M.) Debroux.
Information on these Executive Board members is
provided below.
1961 Belgian nationality Male
Initial appointment in 2001; Reappointment: 2017*;
Four-year term ends in 2021
Profession:
Chairman/CEO (since 2005)
No supervisory board seats (or non-executive board
memberships) in Large Dutch Entities**
Other positions***:
Mondelez International, USA; Henkel AG Co., Germany;
National Opera Ballet, Netherlands (Chairman)
1969 French nationality Female
Initial appointment in 2015; Reappointment: 2019*;
Four-year term ends in 2023
Profession:
CFO (since 2015)
Supervisory board seats (or non-executive board
memberships) in Large Dutch Entities**:
EXOR Holding N.V., the Netherlands
Other positions***:
Novo Nordisk, Denmark; HEC (Ecole des Hautes Etudes
Commerciales) Paris, France
For the maximum period of four years.
Large Dutch Entities are Dutch NV.s, B.V.s or Foundations (that are
required to prepare annual accounts pursuant to Chapter 9 of Book
2 of the Dutch Civil Code or similar legislation) that meet two of the
following criteria (on a consolidated basis) on two consecutive balance
sheet dates:
(i) The value of the assets (according to the balance sheet with
the explanatory notes and on the basis of acquisition and
manufacturing costs) exceeds €20 million;
(ii) The net turnover exceeds €40 million;
(iii) The average number of employees is at least 250.
Under 'Other positions', other functions are mentioned that may be
relevant to performance of the duties of the Executive Board.