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Corporate Governance statement
Profile and Diversity
Regulations of the Supervisory Board
Induction and training
Heineken N.V.
Annual Report 2020
Introduction
Report of the
Executive Board
Report of the
Supervisory Board
Financial
Statements
Sustainability
Review
Other
Information
Mr. Fernandez Carbajal (who is a non-executive
director of Heineken Holding N.V. and 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. Since Mr. de Carvalho, Mr. Das, Mr.
Fernandez Carbajal and Mr. Astaburuaga Sanjinés
are representing or are affiliated with Heineken
Holding N.V. and/or FEMSA, who (in)directly
hold more than 10 percent of the shares in our
Company, the maximum of one representative
or affiliate per such shareholder of best practice
provision 2.1.7 sub iii of the Code is not complied
with. As a consequence, the Company also does
not comply with best practice provision 2.1.10 of
the Code, to the extent that this provision provides
that the Supervisory Board report shall state that
best practice provision 2.1.7 through 2.1.9 has
been fulfilled.
In line with the belief that the focus on long term
value creation is best ensured by 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., best practice provision
2.2.2 of the Code, which provides that a person
may be appointed to the Supervisory Board for a
maximum of two four-year terms, followed by two
terms of two years each with an explanation in the
Corporate Governance Statement, is not applied to
Mr. de Carvalho, Mr. Das and Mr. Fernandez Carbajal.
In the interest of preserving the core values and
the structure of the Heineken Group, the Company
does not apply the maximum appointment period
to members who are related by blood or affinity in
the direct line descent to Mr. A.H. Heineken or who
are members of the Board of Directors of Heineken
Holding N.V.
The Supervisory Board has drawn up a rotation
schedule to avoid, as far as possible, a situation in
which many Supervisory Board members retire at
the same time. The rotation schedule is available on
our corporate website.
The Supervisory Board has prepared a profile of its
size and composition, taking account of the nature of
the business, its activities and the desired expertise
and background of the Supervisory Board members.
The profile deals with the aspects of diversity in
the composition of the Supervisory Board that are
relevant to the Company and states what specific
objective is pursued by the Supervisory Board in
relation to diversity.
At least one member of the Supervisory Board
shall be a financial expert with relevant knowledge
and experience of financial administration and
accounting for listed companies or other large
legal entities. The composition of the Supervisory
Board shall be such that it is able to carry out its
duties properly. The profile is available on our
corporate website.
The importance of diversity is described in
the Diversity Policy for the Supervisory Board,
Executive Board and Executive Team, which
considers the elements of a diverse composition in
terms of nationality, gender, age and background
including expertise and experience. With respect
to gender, pending Dutch law stipulates that
supervisory boards of large Dutch public companies,
such as the Company, are deemed to have a
balanced composition if they consist of at least
one-third female and one-third male members.
The Supervisory Board currently consists of
10 members, six male (60%) and four female (40%)
members. The Supervisory Board will also take the
balanced composition requirements into account
when nominating and selecting new candidates for
the Supervisory Board.
The Supervisory Board 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 as is also reflected in
its profile.
The tasks, responsibilities and internal procedural
matters for the Supervisory Board are addressed in
the Regulations of the Supervisory Board and are
available on our corporate website.
The Supervisory Board appoints from its members
a Chairman (currently Mr. Huët). The Chairman
of the Supervisory Board may not be a former
member of the Executive Board. The Chairman of
the Supervisory Board determines the agenda, chairs
the meetings of the Supervisory Board, ensures the
proper functioning of the Supervisory Board and its
Committees, arranges for the adequate provision
of information to its members and acts on behalf
of the Supervisory Board as the main contact for
the Executive Board and for shareholders regarding
the functioning of the Executive Board and the
Supervisory Board members. The Chairman also
ensures the orderly and efficient conduct of the AGM.
The Chairman of the Supervisory Board is assisted in
his role by the Company Secretary. All members of
the Supervisory Board have access to the advice and
services of the Company Secretary. The Company
Secretary is responsible for ensuring that procedures
are followed and that the Supervisory Board acts in
accordance with its statutory obligations as well as
its obligations under the Articles of Association.
The Supervisory Board appoints from its members a
Vice-Chairman (currently Mr. Fernandez Carbajal).
The Vice-Chairman of the Supervisory Board acts
as deputy for the Chairman. The Vice-Chairman
acts as contact for individual Supervisory
Board members and Executive Board members
concerning the functioning of the Chairman of the
Supervisory Board.
The Supervisory Board can only adopt resolutions in
a meeting if the majority of its members is present
or represented at that meeting. In such meetings,
resolutions must be adopted by absolute majority of
the votes cast. In addition, approval of a resolution
by the Supervisory Board, as referred to in Article
8 paragraph 6 under a, b and c of the Articles of
Association, requires the affirmative vote of the
delegated member.
After appointment to the Supervisory Board,
members receive an induction programme drawn up
by the Company in consultation with the Chairman
of the Supervisory Board.
The programme includes a general information
package in respect of the Company and its
corporate governance and meetings with
members of the Executive Team and other senior
management leaders.
The Executive Board provides regular updates to the
Supervisory Board on the Company's operations,
legal matters, corporate governance, accounting
and compliance.