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Corporate Governance statement
Remuneration Committee
Selection and Appointment Committee
Americas Committee
Sustainability Responsibility Committee
General Meeting
Convocation
Right to include items on the agenda
Record date
Heineken N.V.
Annual Report 2020
Introduction
Report of the
Executive Board
Report of the
Supervisory Board
Financial
Statements
Sustainability
Review
Other
Information
The Remuneration Committee may not be chaired by
the Chairman of the Supervisory Board or by a former
member of the Executive Board. However, given the
structure of the Heineken Group and the character of
the Board of Directors of Heineken Holding N.V., the
regulations of the Remuneration Committee permit
that the Remuneration Committee is chaired by a
Supervisory Board member who is a member of the
Board of Directors of Heineken Holding N.V.
The current Chairman of the Remuneration
Committee, Mr. M. Das, is a Non-Executive Director
(and Chairman) of Heineken Holding N.V.
The Remuneration Committee, inter alia, makes
the proposal to the Supervisory Board for the
remuneration policy for the Executive Board and
Supervisory Board to be pursued, and makes a
proposal for the remuneration of the individual
members of the Executive Board for adoption by the
Supervisory Board.
The Selection Appointment Committee, inter
alia: (i) draws up selection criteria and appointment
procedures for Supervisory Board members and
Executive Board members; (ii) periodically assesses
the size and composition of the Supervisory Board
and the Executive Board, and makes a proposal for
a composition profile of the Supervisory Board as
well as a diversity policy; (iii) periodically assesses
the functioning of individual Supervisory Board
members and Executive Board members and
reports on this to the Supervisory Board; (iv) makes
proposals for appointments and reappointments;
(v) supervises the policy of the Executive Board on
the selection criteria and appointment procedures
for senior management; and (vi) decides on a request
from Executive Board members to accept a board
membership of a Large Dutch Entity (as defined
above) or foreign equivalent.
The Americas 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.
In December 2020, the Supervisory Board decided
to discontinue and absorb the responsibilities of the
Americas Committee and as a result will supervise
all regions alike.
In December 2020, the Supervisory Board installed
a Sustainability Responsibility Committee to
increase the focus on sustainability and responsibility
going forward. The purpose of this Committee will
include oversight of the overall Company strategy and
performance in relation to the environment, social
sustainability and responsibility.
Annually, within six months after the end of the
financial year, the AGM shall be held, in which, inter
alia, the following items shall be brought forward:
(i) the discussion of the management report; (ii) the
adoption of the Executive Board's and Supervisory
Board's remuneration policy insofar as adjustments
to those policies lead to a new policy or four years
after adoption; (iii) the remuneration report of the
members of the Executive Board and members of the
Supervisory Board; (iv) the discussion and adoption of
the financial statements; (v) discharge of the members
of the Executive Board for their management;
(vi) discharge of the members of the Supervisory
Board for their supervision on the management; and
(vii) appropriation of profits.
According to the articles of association, the AGM
shall be held in Amsterdam. Due to COVID-19 and in
accordance with the Dutch Emergency Act, the AGM
2020 was held fully virtual.
Pursuant to the law, the Executive Board or the
Supervisory Board shall convene the AGM with a
convocation period of at least 42 days (excluding
the date of the meeting, but including the
convocation date).
The Executive Board and the Supervisory Board
are obliged to convene an AGM upon request of
shareholders individually or collectively owning at
least 10% of the shares issued. Such meeting shall be
held within eight weeks of the request and shall deal
with the subjects as stated by those who wish to hold
the meeting.
If the Executive Board has been requested in writing
not later than 60 days prior to the date of the AGM to
deal with an item by one or more shareholders who
solely or jointly represent at least 1% of the issued
capital, the item will be included in the convocation
or announced in a similar way.
A request of a shareholder for an item to be included
on the agenda of the AGM needs to be substantiated.
The principles of reasonableness and fairness may
allow the Executive Board to refuse the request.
The Code provides the following in best practice
provision 4.1.6: "A shareholder should only exercise
the right to put items on the agenda after they have
consulted with the management board on this. If one
or more shareholders intend to request that an item
be put on the agenda that may result in a change in
the Company's strategy, for example as a result of
the dismissal of one or several management board
or supervisory board members, the management
board should be given the opportunity to stipulate
a reasonable period in which to respond (the
response time)".
The opportunity to stipulate the response time
should also apply to an intention as referred to
above for judicial leave to call an AGM pursuant to
Section 2:110 of the Dutch Civil Code. The relevant
shareholder should respect the response time
stipulated by the management board, within the
meaning of best practice provision 4.1.7.
If the Executive Board invokes a response time,
such period shall not exceed 180 days from the
moment the Executive Board is informed by one or
more shareholders of their intention to put an item
on the agenda to the day of the AGM at which the
item is to be dealt with. The Executive Board shall
use the response time for further deliberation and
constructive consultation. This shall be monitored
by the Supervisory Board. The response time shall
be invoked only once for any given AGM and shall
not apply to an item in respect of which the response
time has been previously invoked.
For each AGM, Dutch law provides a record date for
the exercise of the voting rights and participation in
the meeting, which record date shall be the 28th day
prior to the date of the meeting. The record date shall
be included in the convocation notice, as well as the
manner in which those entitled to attend and/or vote
in the meeting can be registered and the manner in
which they may exercise their rights.
Only persons who are shareholders on the record
date may participate and vote in the AGM.
