Corporate Governance Statement (continued)
Appointment and dismissal
of Supervisory and Executive
Board members
Amendment of the Articles
of Association
Acquisition of own shares
Issue of shares
Compliance with the Code
O O Qs
Report of the Executive Board^^^M Report of the Supervisory Board
Members of the Supervisory Board and the Executive
Board are appointed by the AGM on the basis of a
non-binding nomination by the Supervisory Board.
The AGM can dismiss members of the Supervisory
Board and the Executive Board by a majority of the
votes cast, if the subject majority at least represents
one-third of the issued capital.
The Articles of Association can be amended by
resolution of the AGM in which at least half of
the issued capital is represented and exclusively
either at the proposal of the Supervisory Board
or at the proposal of the Executive Board that has
been approved by the Supervisory Board, or at the
proposal of one or more shareholders representing
at least half of the issued capital.
On 25 April 2019, the AGM authorised the Executive
Board (for the statutory maximum period of
18 months) to acquire own shares subject to the
following conditions and with due observance of the
law and the Articles of Association (which require
the approval of the Supervisory Board):
The maximum number of shares which may
be acquired is 10% of the issued capital of
the Company.
Transactions must be executed at a price between the
nominal value of the shares and 110% of the opening
price quoted for the shares in the Official Price List
(Officiële Prijscourant) of Euronext Amsterdam on
the date of the transaction or, in the absence of
such a price, the latest price quoted therein.
Transactions may be executed on the stock
exchange or otherwise.
The authorisation may be used in connection
with the LTIP and the STIP for the members
of the Executive Board and the LTIP for senior
management, but may also serve other purposes,
such as acquisitions. A new authorisation will
be submitted for approval at the next AGM on
23 April 2020.
On 25 April 2019, the AGM also authorised the
Executive Board (for a period of 18 months) to issue
shares or grant rights to subscribe for shares and
to restrict or exclude shareholders' pre-emption
rights, with d ue observance of the law and Articles
of Association (which require the approval of the
Supervisory Board). The authorisation is limited
to 10% of the Company's issued capital, as per
the date of issue. The authorisation may be used
in connection with the LTIP and the STIP for the
members of the Executive Board and the LTIP for
senior management, but may also serve other
purposes, such as acquisitions. A new authorisation
will be submitted for approval to the AGM at
23 April 2020.
Heineken N.V. Annual Report 2019 o
Financial Statements Sustainability Review Other Information
On 8 December 2016, the current Code was
published, which came into effect on 1 January
2017. The Code can be downloaded at
http://www. mccg.nl.
As stated in the Code, there should be a basic
recognition that corporate governance must
be tailored to the company-specific situation
and therefore that non-application of individual
provisions by a company may be justified.
HEINEKEN in principle endorses the Code's
principles and applies virtually all best practice
provisions. However, given the structure of
the HEINEKEN Group, and specifically the
relationship between the Company and its
controlling shareholder Heineken Holding N.V., the
Company does not (fully) apply the following best
practice provisions:
- 2.1.7, 2.1.8, 2.1.10 and 2.3.4:
Number of independent Supervisory Board
members as well as number of independent
members of the Remuneration and Selection
Appointment Committees; in that light the
Supervisory Board report does not state that
best practice provisions 2.1.7 through 2.1.9 have
been fulfilled;
- 2.2.2:
Maximum terms of appointment Supervisory
Board members; and
- 2.3.8:
Temporary nature of appointing a delegated
Supervisory Board member.
Furthermore, HEINEKEN does not fully apply
best practice provision 3.2.3 (severance payment
Executive Board members and notably the one-year
salary limit for such payments) to Mr. Van Boxmeer,
in view of his long-standing employment
relationship (over 25 years in service) with the
Company. The agreement with Mrs. Debroux with
regards to her second term (ending in April 2023)
complies with the Code. For more information
please see the Remuneration Report.