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Corporate Governance statement
Diversity
Conflict of Interest
Remuneration
Supervisory Board
General
Composition of the Supervisory Board
Heineken N.V.
Annual Report 2020
Introduction
Report of the
Executive Board
Report of the
Supervisory Board
Financial
Statements
Sustainability
Review
Other
Information
Best practice provision 2.2.1 of the Code
recommends that an Executive Board member is
appointed for a maximum period of four years and
that a member may be reappointed for a term of not
more than four years at a time.
In compliance with this best practice provision, the
Supervisory Board has drawn up a rotation schedule
to avoid, as much as possible, a situation in which
Executive Board members retire at the same time.
Members of the Executive Board are not allowed to
hold more than two supervisory board memberships
or non-executive directorships in a Large Dutch
Entity. Acceptance of such external supervisory
board memberships or non-executive directorships
by members of the Executive Board is subject
to approval by the Supervisory Board, which
has delegated this authority to the Selection
Appointment Committee.
HEINEKEN strives to embrace diversity in everything
we do, as recognised by the Company and described
in the Diversity Policy for the Supervisory Board,
Executive Board and Executive Team. This policy
considers the elements of a diverse composition in
terms of nationality, gender, age and background,
including expertise and experience. It is the aim of the
Company to reflect this in its compositions.
The Company gives appropriate weight to the
diversity policy in the selection and appointment
process, while taking into account the overall
profile and selection criteria for the appointments of
suitable candidates to the Executive Board.
Currently, the Executive Board is composed of one
male and one female member.
The Articles of Association and the Code prescribe
how to deal with (apparent) conflicts of interest
between the Company and members of the
Executive Board.
A member of the Executive Board shall not take part
in any discussion or decision-making that involves
a subject or transaction in relation to which he has a
personal conflict of interest with the Company.
Decisions to enter into transactions under which
members of the Executive Board have conflicts
of interest that are of material significance to
the Company and/or the relevant member(s) of
the Executive Board require the approval of the
Supervisory Board.
Any such decision shall be published in the Annual
Report for the relevant year, along with a reference
to the conflict of interest and a declaration that the
relevant best practice provisions of the Code have
been complied with.
In 2020, no transactions were reported under which
a member of the Executive Board had a conflict of
interest that was of material significance.
In line with the remuneration policy adopted by the
AGM, the remuneration of members of the Executive
Board is determined by the Supervisory Board, upon
recommendation of the Remuneration Committee.
The remuneration policy and the elements of the
remuneration of Executive Board members are set
out in the Remuneration Report and Notes 6.5 and
13.3 to the Financial Statements.
The main elements of the service agreements with
Mr. Van den Brink and Mrs. Debroux are available on
our website.
The role of the Supervisory Board is to supervise
the management of the Executive Board and the
general affairs of the Company and its affiliated
enterprises, as well as to assist the Executive Board
by providing advice.
In discharging its role, the Supervisory Board shall
be guided by the interests of the Company and its
affiliated enterprises and shall take into account the
relevant interest of the Company's stakeholders.
The supervision of the Executive Board by the
Supervisory Board includes the achievement of the
Company's objectives, the corporate strategy and the
risks inherent in the business activities, the design
and effectiveness of the internal risk and control
system, the financial reporting process, compliance
with primary and secondary legislation, the
Company-shareholder relationship and corporate
social responsibility issues that are relevant to
the Company.
The Supervisory Board evaluates at least once
a year the corporate strategy and main risks to
the business, the result of the assessment by the
Executive Board of the design and effectiveness of
the internal risk management and control system,
and any significant changes thereto.
Supervisory Board members are appointed by the
AGM from a non-binding nomination drawn up by
the Supervisory Board.
The AGM can dismiss members of the Supervisory
Board by a majority of the votes cast, if the subject
majority at least represents one-third of the
issued capital.
The Supervisory Board consists of 10 members:
Jean-Marc Huët (Chairman), José Antonio Fernandez
Carbajal (Vice-Chairman), Maarten Das, Michel de
Carvalho, Christophe Navarre, Javier Astaburuaga
Sanjinés, Pamela Mars Wright, Marion Helmes,
Helen Arnold and Rosemary Ripley.
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. Each Supervisory
Board member is capable of assessing the broad
outline of the overall strategy of the Company and its
businesses and carrying out its duties properly.
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 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.
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 is also an executive director of Heineken
Holding N.V.), Mr. Das (who is the Chairman of the
Board of Directors of Heineken Holding N.V.),
