To the Shareholders (continued)
Independence
Remuneration
Meetings and activities
of the Supervisory Board
O O Qs
Report of the Executive Board
Report of the Supervisory Board
The Supervisory Board has a diverse composition
in terms of experience, gender, nationality and
age. Four out of 10 members are women and eight
out of 10 members are non-Dutch. There are six
nationalities (American, Belgian, British, Dutch,
German and Mexican) and age ranges between 50
and 75. The Supervisory Board is of the opinion that
a diversity of experience and skills is represented on
its board. The elements of a diverse composition of
the Supervisory Board are laid down in the Diversity
Policy of the Supervisory Board, Executive Board
and Executive Team as per best practice provision
2.1.5 of the Dutch Corporate Governance Code of
8 December 2016 (the 'Code').
In line with Dutch law, the profile of the Supervisory
Board and the Diversity Policy state that the
Supervisory Board shall pursue that at least 30%
of the seats shall be held by men and at least
30% by women. Currently, 40% (i.e. four out of
ten) of the Supervisory Board members are female
and the Supervisory Board is therefore deemed
to be balanced within the meaning of Dutch law.
Diversity and gender are important drivers in the
selection process. With reference thereto, the
Supervisory Board will retain an active and open
attitude as regards selecting female candidates.
The Supervisory Board however also notes that, in
its opinion, gender is only one element of diversity,
and that experience, background, knowledge, skills
and insight are equally important and relevant
criteria in selecting new members.
Mrs. Mars Wright will have completed her four-
year appointment term per the end of the AGM
on 23 April 2020. A non-binding nomination for
reappointment of Mrs. Mars Wright as member
of the Supervisory Board shall be submitted to the
2020 AGM. Pursuant to best practice provision
2.1.8 of the Code, Mrs. Mars Wright qualifies
as "independent". A reappointment of Mrs.
Mars Wright for a period of four years is within
the maximum appointment term of best practice
provision 2.2.2 of the Code.
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.
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 of 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.
Heineken N.V. Annual Report 2019150
Financial Statements Sustainability Review Other Information
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 also is an executive
director of Heineken Holding N.V.), Mr. Das (who is
the Chairman of the Board of Directors of Heineken
Holding N.V.), Mr. Fernandez Carbajal (who is a
non-executive director of Heineken Holding N.V.
and also is a representative of FEMSA) and Mr.
Astaburuaga Sanjinés (who is a representative
of FEMSA). However, the Supervisory Board has
ascertained that Mr. de Carvalho, Mr. Das, Mr.
Fernandez Carbajal and Mr. Astaburuaga Sanjinés
in fact act critically and independently.
The AGM determines the remuneration of the
members of the Supervisory Board. In 2019,
the AGM resolved to adjust the remuneration of
the Supervisory Board effective 1 January 2019.
The detailed amounts are stated in Note 13.3 to
the 2019 Financial Statements]. A remuneration
policy for members of the Supervisory Board will be
submitted for approval to the 2020 AGM, to comply
with the Dutch law implementing the European
Shareholders Rights Directive.
During 2019 the Supervisory Board held six
meetings with the Executive Board. The agenda
regularly included subjects such as the development
of the Company's strategy aimed at long-term
value creation as well as the manner in which
the Executive Board implements the Company's
strategy, the Company's culture to ensure
proper monitoring by the Supervisory Board, the
Company's financial position, the results of the
Regions and Operating Companies, acquisitions,
large investment proposals, the yearly budget,
management changes and the internal risk
management and control system. The external
auditor attended the meeting in which the annual
results were discussed. In 2019, specific attention
was given to the following:
The Supervisory Board had a two-day meeting
with the Executive Board to discuss the Company's
strategic priorities and main risks of the business
associated with it in depth. During this meeting,
members of the Executive Team presented their
respective strategic topics and risks per region or
function, as the case may be.
The Supervisory Board visited New York, USA,
where the Management Team of Heineken USA,
the Managing Directors of Heineken Mexico, Brazil
and Lagunitas presented an update on business
performance. In addition, external guest speakers
provided an overview of macro-economic and
general business developments in the USA and
a panel discussion was held on developments in
FMCG categories.
