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Corporate Governance statement
Introduction
Executive Board
General
Composition of the Executive Board
Dolf (R.G.S.) van den Brink
Laurence (L.M.) Debroux
Heineken N.V.
Annual Report 2020
Introduction
Report of the
Executive Board
Report of the
Supervisory Board
Financial
Statements
Sustainability
Review
Other
Information
Heineken N.V. (the 'Company') is a public company
with limited liability incorporated under the laws
of the Netherlands. Its shares are listed on the
Amsterdam Stock Exchange, Euronext Amsterdam.
The Company's management and supervision
structure is organised in a so-called two-tier system,
consisting of an Executive Board (made up of two
executive members) and a Supervisory Board (made
up of 10 non-executive members).
The Supervisory Board supervises the Executive
Board and ensures external experience and
knowledge are embedded in the Company's way of
operating. The two Boards are independent of one
another and accountable to the Annual General
Meeting (AGM).
The Company complies with, among other
regulations, the Dutch Corporate Governance Code
of 8 December 2016 (the 'Code'). Deviations from the
Code are explained in this report in accordance with
the Code's 'comply or explain' principle.
This report also includes the information that
the Company is required to disclose pursuant
to the Dutch governmental decree on Article 10
Takeover Directive and the governmental decree
on Corporate Governance. Substantial changes in
the Company's corporate governance structure and
in the Company's compliance with the Code, if any,
will be submitted to the AGM for discussion under a
separate agenda item.
The role of the Executive Board is to manage the
Company. This means, among other things, that it is
responsible for setting and achieving the operational
and financial objectives of the Company, the strategy
to achieve these objectives, the parameters to be
applied in relation to the strategy (for example, in
respect of the financial ratios), the Company culture
aimed at long-term value creation, the associated
risk profile, the development of results and corporate
social responsibility issues that are relevant to
the Company.
The Executive Board is accountable to the
Supervisory Board and to the AGM.
In discharging its role, the Executive Board shall
be guided by the interests of the Company and its
affiliated enterprises, taking into consideration the
interests of the Company's stakeholders.
The Executive Board is responsible for complying
with all primary and secondary legislation, for
managing the risks associated with the Company's
activities and for financing the Company.
The Company has four operating regions: Africa
Middle East Eastern Europe, Americas, Asia Pacific
and Europe. Each region is headed by a President.
The two members of the Executive Board and the
four Presidents, together with five functional Chief
Officers (i.e. Commercial, Corporate Affairs and
Transformation, People, Supply Chain and Digital
Technology), jointly form the Executive Team.
The decision to work with an Executive Team is to
ensure effective implementation of key priorities and
strategies across the organisation.
Throughout the year, members of the Executive
Team were invited to give presentations to the
Supervisory Board. A two-day meeting was also held
between the Supervisory Board and the Executive
Team to discuss the Company's strategic priorities
and main risks in light of its long-term value
creation and Company culture. During this meeting
strategic review efforts were discussed, focused on
shaping the Company to emerge stronger from the
COVID-19 crisis.
Executive Board members are appointed by the
AGM from a non-binding nomination drawn up
by the Supervisory Board. The Supervisory Board
appoints one of the Executive Board members as
Chairman/CEO. The AGM can dismiss members of
the Executive Board by a majority of votes cast if the
subject majority at least represents one-third of the
issued capital.
In 2020, the AGM approved a proposal to appoint
Mr. Dolf van den Brink for the maximum term of
four years to the Executive Board.
Mr. Dolf van den Brink succeeded Jean-Frangois van
Boxmeer who handed over to him his responsibilities
as Chairman of the Executive Board and CEO of
Heineken N.V. on 1 June 2020.
The Executive Board consists of two members,
Chairman/CEO Dolf (R.G.S.) van den Brink and CFO
Laurence (L.M.) Debroux. Information on these
Executive Board members is provided below.
1973
Dutch nationality Male
Initial appointment in 2020*; Four-year term ends in 2024
Profession: Chairman/CEO (since 1 June 2020)
No supervisory board seats (or non-executive board
memberships) in Large Dutch Entities**
No other positions***:
1969
French nationality Female
Initial appointment in 2015; Reappointment in 2019*:
Four-year term ends in 2023
Profession: CFO (since 2015)
Supervisory board seats (or non-executive board
memberships) in Large Dutch Entities**:
EXOR Holding N.V., the Netherlands
Other positions***:
Novo Nordisk, Denmark; HEC (Ecole des Hautes Etudes
Commerciales) Paris, France
For the maximum period of four years.
Large Dutch Entities are Dutch N.V.s, B.V.s or Foundations (that are
required to prepare annual accounts pursuant to Chapter 9 of Book 2 of
the Dutch Civil Code or similar legislation) that meet two of the following
criteria (on a consolidated basis) on two consecutive balance sheet dates:
(i) The value of the assets (according to the balance sheet with
the explanatory notes and on the basis of acquisition and
manufacturing costs) exceeds €20 million:
(ii) The net turnover exceeds €40 million:
(iii) The average number of employees is at least 250.
Under 'Other positions', other functions are mentioned that may be
relevant to performance of the duties of the Executive Board.
