0
53
To the Shareholders
Selection Appointment Committee
Remuneration Committee
Americas Committee
Sustainability Responsibility Committee
Attendance
Heineken N.V.
Annual Report 2020
Introduction
Report of the
Executive Board
Report of the Financial
Supervisory Board Statements
Sustainability
Review
Other
Information
- Post investment reviews of large investments.
- The outcome of the Global Audit activities.
- The outcome of the annual Letter of
Representation process and the report from the
Integrity Committee related to fraud reporting
and Speak Up policy.
- The evaluation of the external auditor, Deloitte
Accountants B.V.
In addition, a Technology and Data working session
was held with the Committee to discuss a data-driven
transformation of the business. The Chairperson of
the Audit Committee informed the Supervisory Board
of the discussions held in the Audit Committee in
respect of these recurring topics and in particular the
impact of and measures taken in respect of COVID-19.
Composition: Mr. Huët (Chairman),
Mr. de Carvalho, Mr. Das, Mr. Fernandez Carbajal
and Mrs. Mars Wright. The Selection Appointment
Committee met five times.
In 2020, the following subjects were on the agenda:
- The succession of the CEO, which has been a
thorough and robust process. The Chief HR Officer
and an external advisor have been extensively
involved throughout the process.
- The appointment of a Chief Digital Technology
Officer, and the succession and appointment of
the Chief Supply Chain Officer, Chief Corporate
Affairs and Transformation Officer, the Regional
President Asia Pacific, the Regional President
Europe, as well as successors for the Chief
Commerce Officer and Chief People Officer.
- The composition and rotation schedule of the
Supervisory Board and its Committees including
the succession of Mr. Navarre.
Composition: Mr. Das (Chairman), Mr. de Carvalho,
Mr. Huët and Mrs. Ripley. The Remuneration
Committee met four times in 2020.
The Committee made recommendations to the
Supervisory Board on 2020 target setting and 2019
payout levels for the STIP and LTIP awards to the
Executive Board, all of which were endorsed by the
Supervisory Board. As part of the recommendations,
the Remuneration Committee took note of the
Executive Board member's views with regard to the
amount and structure of their own remuneration.
The Remuneration Committee also received a report
on status and trends in executive remuneration and
executive remuneration governance in order to fulfil its
remuneration governance responsibilities. The report
aimed, among other things, to review alignment
of HEINEKEN's remuneration practices with its
remuneration principles, to provide an overview of
HEINEKEN's competitive remuneration positioning
versus the market, to assess the relation between
actual remuneration and performance, and to update
the Committee on executive compensation trends,
regulatory developments and views of investors,
external stakeholders including public opinion.
In the context of the significant impact of the
COVID-19 crisis on the Company, remuneration
related measures affecting the Executive Board have
been implemented for 2020. These are explained in
the Remuneration Report.
Composition: Mr. Fernandez Carbajal (Chairman),
Mr. de Carvalho, Mr. Navarre, and Mrs. Mars Wright.
The Committee did not meet in 2020 as all matters
relating to the Americas region were absorbed by the
Supervisory Board as a whole. 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.
Composition: Mr. Fernandez Carbajal (Chairman), Mr. de Carvalho, Mrs. Mars Wright, Mrs. Ripley and
Mr. Paranjpe (as observer until his appointment by the Annual General Meeting of Shareholders in 2021).
The Committee was installed by the Supervisory Board in December 2020 and met once in 2020.
In 2020, the following subjects were on the agenda:
- The scope of the Committee.
- The Brewing a Better World strategy and current environmental footprint, responsible consumption
and social sustainability topics.
The Supervisory Board confirms that all Supervisory Board members have adequate time available to
give sufficient attention to the concerns of the Company. In 2020, the attendance rate was 97% for the
Supervisory Board meetings and 97% including the Committee meetings. In case of absence, members are
fully informed in advance, enabling them to provide input for the meeting, and they are also updated on the
meeting outcome.
The table below provides an overview of the attendance record of the individual members of the Supervisory
Board. Attendance is expressed as a number of meetings attended out of the number eligible to attend.
Evaluation of the Supervisory Board and the Executive Board.
Sup ervis ory Preparatory
Board Committee Committee
Selection
Audit Appointment
Remune
ration
Committee Committee
Sustain-
ability
Responsi-
Americas bility
Committee Committee
Mr. Huët
7/7
7/7
4/4
4/4
4/4
Mr. Fernandez Carbajal
7/7
7/7
4/4
0/0
1/1
Mr. Das
7/7
7/7
4/4
4/4
Mr. de Carvalho
7/7
7/7
4/4
4/4
0/0
1/1
Mr. Navarre
5/7
0/0
Mr. Astaburuaga Sanjinés
7/7
4/4
Mrs. Mars Wright
7/7
4/4
0/0
1/1
Mrs. Helmes
7/7
4/4
Mrs. Ripley
7/7
4/4
1/1
Mrs. Arnold
7/7
4/4
