Corporate Governance Statement (continued)
Diversity
Conflict of Interest
Remuneration
Supervisory Board
General
Composition of the Supervisory Board
O O Qs
Report of the Executive Board^^^M Report of the Supervisory Board
Best practice provision 2.2.1 of the Code
recommends that an Executive Board member is
appointed for a maximum period of four years and
that a member may be reappointed for a term of
not more than four years at a time. In compliance
with this best practice provision, the Supervisory
Board has drawn up a rotation schedule in order
to avoid, as much as possible, a situation in which
Executive Board members retire at the same time.
Members of the Executive Board are not allowed
to hold more than two supervisory board
memberships or non-executive directorships in
a Large Dutch Entity. Acceptance of such external
supervisory board memberships or non-executive
directorships by members of the Executive Board
is subject to approval by the Supervisory Board,
which has delegated this authority to the Selection
Appointment Committee.
The importance of diversity is recognised by the
Company as described in the Diversity Policy
for the Supervisory Board, Executive Board and
Executive Team, which considers the elements
of a diverse composition in terms of nationality,
gender, age and background including expertise
and experience. It is the aim of the Company to
reflect this in its compositions. The Company strives
to give appropriate weight to the diversity policy in
the selection and appointment process, while taking
into account the overall profile and selection criteria
for the appointments of suitable candidates to the
Executive Board. In terms of gender balance and
pursuant to Dutch law, executive boards of large
Dutch public companies, such as the Company,
are deemed to have a balanced composition
if they consist of at least 30% female and 30%
male members. Currently, the Executive Board is
composed of one male and one female member,
and is therefore deemed to be balanced within the
meaning of Dutch law.
The Articles of Association and the Code prescribe
how to deal with (apparent) conflicts of interest
between the Company and members of the
Executive Board. A member of the Executive Board
shall not take part in any discussion or decision
making that involves a subject or transaction in
relation to which he has a personal conflict of
i nterest with the Company. Decisions to enter
into transactions under which members of the
Executive Board have conflicts of interest that are
of material significance to the Company and/or the
relevant member(s) of the Executive Board require
the approval of the Supervisory Board. Any such
decision shall be published in the Annual Report
for the relevant year, along with a reference to
the conflict of interest and a declaration that the
relevant best practice provisions of the Code have
been complied with. In 2019, no transactions were
reported under which a member of the Executive
Board had a conflict of interest that was of
material significance.
In line with the remuneration policy adopted by
the AGM, the remuneration of the members of the
Executive Board is determined by the Supervisory
Board, upon recommendation of the Remuneration
Committee. The remuneration policy and the
elements of the remuneration of the Executive
Board members are set out in the Remuneration
Report and Notes 6.5 and 13.3 to the Financial
Statements. The main elements of the employment
agreement with Mr. Van Boxmeer and the service
agreement with Mrs. Debroux are available on our
corporate website.
Heineken N.V. Annual Report 2019IA0
Financial Statements Sustainability Review Other Information
The role of the Supervisory Board is to supervise
the management of the Executive Board and the
general affairs of the Company and its affiliated
enterprises, as well as to assist the Executive Board
by providing advice. In discharging its role, the
Supervisory Board shall be guided by the interests
of the Company and its affiliated enterprises and
shall take into account the relevant interest of the
Company's stakeholders.
The supervision of the Executive Board by the
Supervisory Board includes the achievement of
the Company's objectives, the corporate strategy
and the risks inherent in the business activities,
the design and effectiveness of the internal
risk and control system, the financial reporting
process, compliance with primary and secondary
legislation, the Company-shareholder relationship
and corporate social responsibility issues that are
relevant to the Company. The Supervisory Board
evaluates at least once a year the corporate
strategy and main risks to the business, and the
result of the assessment by the Executive Board
of the design and effectiveness of the internal risk
management and control system, as well as any
significant changes thereto.
The Supervisory Board members are appointed by
the AGM from a non-binding nomination drawn
up by the Supervisory Board. The AGM can dismiss
members of the Supervisory Board by a majority
of the votes cast, if the subject majority at least
represents one-third of the issued capital.
The Supervisory Board consists of 10 members:
Jean-Marc Huët (Chairman), José Antonio
Fernandez Carbajal (Vice-Chairman), Maarten
Das, Michel de Carvalho, Christophe Navarre, Javier
Astaburuaga Sanjinés, Pamela Mars Wright, Marion
Helmes, Helen Arnold and Rosemary Ripley.
The Supervisory Board endorses the principle that
the composition of the Supervisory Board shall be
such that its members are able to act critically and
independently of one another and of the Executive
Board and any particular interests. Each Supervisory
Board member is capable of assessing the broad
outline of the overall strategy of the Company and
its businesses and carrying out its duties properly.
Given the structure of the Heineken Group, the
Company is of the opinion that, in the context of
preserving the continuity of the Heineken Group
and ensuring a focus on long-term value creation,
it is in its best interest and that of its stakeholders
that the Supervisory Board includes a fair and
adequate representation of persons who are related
by blood or affinity in the direct line descent to the
late Mr. A.H. Heineken (former Chairman of the
Executive Board), or who are members of the Board
of Directors of Heineken Holding N.V., even if those
persons would not, formally speaking, be considered
'independent' within the meaning of best practice
provision 2.1.8 of the Code.
Currently, the majority of the Supervisory Board
(i.e. six of its ten members) qualify as 'independent'
as per best practice provision 2.1.8 of the Code.
There are four members who in a strictly formal
sense do not meet the applicable criteria for being
'independent' as set out in the Code: Mr. de Carvalho
(who is the spouse of Mrs. C.L. de Carvalho-Heineken,
the daughter of the late Mr. A.H. Heineken, and
who is also an executive director of Heineken
Holding N.V.), Mr. Das (who is the Chairman of
the Board of Directors of Heineken Holding N.V.),