To the Shareholders (continued)
Selection Appointment Committee
Remuneration Committee
Americas Committee
Attendance
O O Qs
Report of the Executive Board
Report of the Supervisory Board
Composition: Mr. Huët (Chairman), Mr. de Carvalho,
Mr. Das, Mr. Fernandez Carbajal and Mrs.
Mars Wright. The Selection Appointment
Committee met four times.
In 2019, the following subjects were on the agenda:
- The composition and rotation schedule of the
Supervisory Board and its Committees.
- The composition and rotation schedule of the
Executive Board including a succession bench
strength assessment.
- Leadership developments.
- Evaluation of the Supervisory Board and the
Executive Board.
Composition: Mr. Das (Chairman), Mr. de Carvalho,
Mr. Huët and Mrs. Ripley. The Remuneration
Committee met three times in 2019.
The Remuneration Committee discussed the
Dutch Act aimed to implement the Shareholders
Rights Directive, as adopted by the Dutch Senate
in November 2019 and focused in particular on the
provisions related to remuneration.
The Committee made recommendations to the
Supervisory Board on 2019 target setting and
2018 payout levels for the Short-Term Incentive
pay and Long-Term Incentive awards to the
Executive Board, all of which were endorsed by the
Supervisory Board. As part of the recommendations
the Remuneration Committee took note of the
Executive Board member's views with regard to the
amount and structure of their own remuneration.
The Remuneration Committee furthermore
received a report on status and trends in executive
remuneration and executive remuneration
governance in order to fulfil its remuneration
governance responsibilities. The report aimed
to review, amongst other things, alignment of
HEINEKEN's remuneration practices with its
remuneration principles, to provide an overview of
HEINEKEN's competitive remuneration positioning
versus the market, to assess the relation between
actual remuneration and performance, and to
update the Committee on executive compensation
trends, regulatory developments and views
of investors, external stakeholders including
public opinion.
In addition, the Remuneration Committee discussed
and prepared a revision of the Remuneration Policy
for the Executive Board and the Remuneration
Report, as well as a first draft of a Remuneration
Policy for the Supervisory Board, in light of the
Dutch implementation of the European Shareholder
Rights Directive.
Composition: Mr. Fernandez Carbajal (Chairman),
Mr. de Carvalho, Mr. Navarre, and Mrs. Mars Wright.
The Committee met twice in 2019.
The Committee advises the Supervisory Board
on the overall strategic direction of the Americas
Region and reviews and evaluates the performance,
the organisation and the management in the
Americas Region. The Chairman of the Executive
Board and the President Americas also attend the
Americas Committee meetings. The Committee
reviewed specific developments in the region,
including financial results and strategic priorities,
presented by the President Americas.
Heineken N.V. Annual Report 2019 O
Financial Statements Sustainability Review Other Information
The Supervisory Board confirms that all Supervisory Board members have adequate time available to
give sufficient attention to the concerns of the Company. In 2019, the attendance rate was 97% for
the Supervisory Board meetings and 95% including the Committee meetings. Many Supervisory Board
members were able to attend all six meetings. In case of absence, members are fully informed in advance,
enabling them to provide input for the meeting, and they are also updated on the meeting outcome.
The table below provides an overview of the attendance record of the individual members of the
Supervisory Board. Attendance is expressed as a number of meetings attended out of the number eligible
to attend.
Selection
Supervisory Preparatory Audit Appointment Remuneration Americas
Board Committee Committee Committee Committee Committee
Mr. Wijers
1/1
2/2
1/1
1/1
Mr. Fernandez Carbajal
6/6
6/6
4/4
2/2
Mr. Das
6/6
6/6
4/4
3/3
Mr. de Carvalho
6/6
5/6
3/4
3/3
2/2
Mr. Navarre
6/6
2/2
Mr. Astaburuaga Sanjinés
6/6
4/4
Mr. Huët
6/6
4/4
4/4
3/3
2/2
Mrs. Mars Wright
6/6
3/4
2/2
Ms. Dervijoglu
0/1
0/1
Mrs. Helmes
6/6
4/4
Mrs. Ripley
4/5
2/2
Mrs. Arnold
5/5
3/3
