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51
To the Shareholders
Independence
Remuneration
Meetings and activities of the
Supervisory Board
Heineken N.V.
Annual Report 2020
Introduction
Report of the
Executive Board
Report of the Financial
Supervisory Board Statements
Sustainability
Review
Other
Information
The Supervisory Board has a diverse composition
in terms of experience, gender, nationality and
age. Four out of 10 members are women and eight
out of 10 members are non-Dutch. There are six
nationalities (American, Belgian, British, Dutch,
German and Mexican) and age ranges between 51
and 76.
The Supervisory Board is of the opinion that a
diversity of experience and skills is represented on
its board. The elements of a diverse composition of
the Supervisory Board are laid down in the Diversity
Policy of the Supervisory Board, Executive Board
and Executive Team as per best practice provision
2.1.5 of the Dutch Corporate Governance Code of
8 December 2016 (the 'Code').
The profile of the Supervisory Board and the
Diversity Policy state that the Supervisory Board
shall pursue that at least 30% of the seats shall be
held by men and at least 30% by women. Currently,
40% (i.e. four out of ten) of the Supervisory Board
members are female.
Diversity and gender are important drivers in
the selection process. With reference thereto,
the Supervisory Board is committed to retain
an active and open attitude as regards selecting
female candidates.
The Supervisory Board notes that gender is a
construct and is, in the opinion of the Board, only
one element of diversity. The Supervisory Board is
keen to embrace diversity at large and considers
gender, experience, background, nationality,
knowledge, skills and insight are equally important
and relevant criteria in selecting new members.
Mr. Das will have completed his four- year
appointment term per the end of the AGM on
22 April 2021. A non-binding nomination for
reappointment of Mr. Das. as member of the
Supervisory Board shall be submitted to the 2021
AGM. Pursuant to best practice provision 2.1.8 of
the Code, Mr. Das does not qualify as 'independent'.
However, the Supervisory Board has ascertained that
Mr. Das in fact acts critically and independently.
A reappointment of Mr. Das for a period of four years
is not within the maximum appointment term of
best practice provision 2.2.2 of the Code. However,
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.
In addition, Mr. Navarre will have completed his
four-year appointment per the end of the AGM on
22 April 2021. In accordance with the company's
articles of association and best practice provision
2.2.2 of the Code, Mr. Navarre will not be nominated
for reappointment as he has reached the maximum
tenure of12 years.
The Supervisory Board is grateful for Mr. Navarre's
commitment and meaningful contribution to the
Supervisory Board and its Americas Committee over
the past 12 years.
A non-binding nomination will be submitted to the
2021 AGM to appoint Mr. N. Paranjpe as member of
the Supervisory Board as of 22 April 2021 for a period
of four years.
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.
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 of 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 also is an executive
director of Heineken Holding N.V.), Mr. Das (who is
the Chairman of the Board of Directors of Heineken
Holding N.V.), Mr. Fernandez Carbajal (who is
a non-executive director of Heineken Holding
N.V. and also is a 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.
The AGM determines the remuneration of the
members of the Supervisory Board.
In 2020, a remuneration policy for members of the
Supervisory Board was approved by the general
meeting on 23 April 2020 to comply with the Dutch
law implementing the European Shareholders
Rights Directive.
During 2020, the Supervisory Board held seven
meetings with the Executive Board.
Due to the COVID-19 pandemic and the CEO
transition, the agenda regularly included subjects
such as the impact of COVID-19 and mitigating
measures, and the development of the Company's
strategy aimed at determining how best to sustain
growth and success in a fast changing world.
In addition, the agenda for the Supervisory Board
included long-term value creation as well as the
manner in which the Executive Board implements
the Company's strategy, the Company's culture
to ensure proper monitoring by the Supervisory
Board, the Company's financial position, the
results of the Regions and Operating Companies,
acquisitions, large investment proposals, the yearly
budget, management changes and the internal risk
management and control system.
The external auditor attended the meeting in which
the annual results were discussed.
In 2020, specific attention was given to the transition
to a new Chairman and CEO of the Executive
Board per 1 June 2020 and the impact of COVID-19,
including mitigating measures.
As a result, the Chairman of the Supervisory Board
met more frequently with the CEO and kept the
Supervisory Board informed.
The Supervisory Board had a two-day meeting
with the Executive Team to discuss the Company's
strategic priorities in a fast changing world.
During this meeting strategic review efforts were
discussed, focused on shaping the company to
emerge stronger from the COVID-19 crisis.
