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Corporate Governance statement
Appointment and dismissal of Supervisory
and Executive Board members
Amendment of the Articles of Association
Acquisition of own shares
Issue of shares
Compliance with the Code
Heineken N.V.
Annual Report 2020
Introduction
Report of the
Executive Board
Report of the
Supervisory Board
Financial
Statements
Sustainability
Review
Other
Information
Members of the Supervisory Board and the Executive
Board are appointed by the AGM on the basis of a non
binding nomination by the Supervisory Board.
The AGM can dismiss members of the Supervisory
Board and the Executive Board by a majority of the
votes cast, if the subject majority at least represents
one-third of the issued capital.
The Articles of Association can be amended by
resolution of the AGM in which at least half of
the issued capital is represented and exclusively
either at the proposal of the Supervisory Board
or at the proposal of the Executive Board that has
been approved by the Supervisory Board, or at the
proposal of one or more shareholders representing at
least half of the issued capital.
On 23 April 2020, the AGM authorised the Executive
Board (for the statutory maximum period of
18 months) to acquire own shares subject to the
following conditions and with due observance of the
law and the Articles of Association (which require
the approval of the Supervisory Board):
The maximum number of shares which may be
acquired is 10% of the issued capital of the Company
as per 23 April 2020.
Transactions must be executed at a price between the
nominal value of the shares and 110% of the opening
price quoted for the shares in the Official Price List
(Officiële Prijscourant) of Euronext Amsterdam on
the date of the transaction or, in the absence of such a
price, the latest price quoted therein.
Transactions may be executed on the stock exchange
or otherwise.
The authorisation may be used in connection
with the LTIP and the STIP for the members
of the Executive Board and the LTIP for senior
management, but may also serve other purposes,
such as acquisitions. A new authorisation will
be submitted for approval at the next AGM on
22 April 2021.
On 23 April 2020, the AGM authorised the Executive
Board (for a period of 18 months) to issue shares or
grant rights to subscribe for shares and to restrict
or exclude shareholders' pre-emption rights,
with due observance of the law and Articles of
Association (which require the approval of the
Supervisory Board).
The authorisation is limited to 10% of the Company's
issued capital as per 23 April 2020.
The authorisation may be used in connection
with the LTIP and the STIP for the members
of the Executive Board and the LTIP for senior
management, but may also serve other purposes,
such as acquisitions.
A new authorisation will be submitted for approval
to the AGM at 22 April 2021.
On 8 December 2016, the current Code was
published, which came into effect on 1 January 2017.
The Code can be downloaded at http://www.mccg.nl.
As stated in the Code, there should be a basic
recognition that corporate governance must be
tailored to the company-specific situation and,
therefore, that non-application of individual
provisions by a company may be justified.
HEINEKEN, in principle, endorses the Code's
principles and applies virtually all best practice
provisions. However, given the structure of
the Heineken Group and, specifically, the
relationship between the Company and its
controlling shareholder Heineken Holding N.V., the
Company does not (fully) apply the following best
practice provisions:
- 2.1.7, 2.1.8, 2.1.10 and 2.3.4:
Number of independent Supervisory Board
members as well as number of independent
members of the Remuneration and Selection
Appointment Committees; in that light the
Supervisory Board report does not state that
best practice provisions 2.1.7 through 2.1.9 have
been fulfilled;
- 2.2.2:
Maximum terms of appointment Supervisory
Board members; and
- 2.3.8:
Temporary nature of appointing a delegated
Supervisory Board member.
Furthermore, HEINEKEN has not fully applied
best practice provision 3.2.3 (severance payment
Executive Board members and notably the
one-year salary limit for such payments) to
Mr. Van Boxmeer, in view of his long-standing
employment relationship (over 25 years in service)
with the Company.
Mr. Van Boxmeer had an employment agreement
as from 1984 which was honoured when
the best practice provision 3.2.3 came into
existence. In connection with his end of service,
Mr. Van Boxmeer has been treated in accordance
with HEINEKEN's approved remuneration policy
as disclosed in our previous annual reports, as well
as the terms of his employment agreement which
dates from before the current Dutch Governance
Code publication.
The agreement with Mr. Van den Brink and Mrs.
Debroux with regards to their terms comply with
the Code.
For more information please see the
Remuneration Report.
