Remuneration Report
The remuneration policy reflects our longstanding remuneration principles of supporting
the business strategy, paying for performance, and paying competitively and fairly. The
remuneration policy and underlying principles support our long term sustainable business
growth in the widely diverse markets in which we operate.
Part I
Part II
Part III
Part I - Executive Board remuneration policy
Remuneration principles
Support the business strategy
Pay for performance
Pay competitively
Pay fairly
Summary overview of remuneration elements
O O Qs
Report of the Executive Board
Report of the Supervisory Board
For 2019, the Remuneration Committee and Supervisory Board reviewed the Executive Board remuneration
policy versus its implementation, and its outcome versus performance. Furthermore the Supervisory Board
and its Remuneration Committee carefully studied the Dutch Act aimed to implement the Shareholder
Rights Directive, as adopted by the Dutch Senate in November 2019, to identify any potential gap in our
remuneration policy and annual reporting. In line with the new legislation, we will submit for approval to the
2020 Annual General Meeting (AGM) a revised Executive Board and a Supervisory Board remuneration policy.
A revised remuneration report for financial year 2019 will also be submitted to the 2020 AGM for advisory vote.
This Remuneration Report includes three sections:
Describes the prevailing Executive Board remuneration policy, as it was adopted by the AGM in 2011, and as
it has been implemented in 2019.
Provides details of the Executive Board actual remuneration for performance ending in, or at year-end, 2019.
Outlines adjustments to remuneration policy and implementation for 2020.
The Executive Board remuneration policy is designed to meet four key principles:
We align our remuneration policy with business strategies focused on creating long-term sustainable growth
and shareholder value, while maintaining a tight focus on short-term financial results.
We set clear and measurable targets for our short-term and long-term incentive policies, and we pay higher
remuneration when targets are exceeded and lower remuneration when targets are not met.
We set target remuneration to be competitive with other relevant multinational corporations of similar size
and complexity.
Heineken N.V. Annual Report 2019 O
Financial Statements Sustainability Review Other Information
We set target remuneration to be internally consistent and fair; we regularly review internal pay relativities
between the Executive Board and senior managers and aim to achieve consistency and alignment
where possible.
While establishing and implementing the remuneration policy, the perspective and input of internal and
external stakeholders are taken into consideration, as is the public opinion. HEINEKEN is also committed
to an ongoing dialogue with shareholders and seeks the views of main shareholders before any material
changes to remuneration arrangements are put forward for approval.
The Executive Board remuneration policy is simple and transparent in design, and consists of the following
key elements:
Remuneration
element Description Strategic role
Base salary Involves fixed cash compensation Facilitates attraction and is
i the basis for competitive pay
Aims for the median of the labour market peer group
Rewards performance of
day-to-day activities
Drives and rewards annual
HEINEKEN performance
Drives and rewards sound
business decisions for the
long-term health of HEINEKEN
Aligns Executive Board and
shareholder interests
- the part paid in shares is between 25% and 50% of the
full before-tax Short-term incentive amount, depending
on the individual's choice whether, and to which extent,
to exceed the mandatory 25% share investment
- the part in cash is paid net of taxes (i.e. after
deduction of withholding tax due on the full
before-tax Short-term incentive amount)
Short-term Is based on achievements of annual measures,
incentive of which a weighted 75% relate to financial and
operational measures for Heineken N.V. and 25%
to individual leadership measures
Aims, at target level, for the median of the labour
market peer group
Is partly paid in cash, and partly in investment shares
with a holding period of five calendar years:
Investment shares are matched on a 1:1 basis after
the holding period
