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Remuneration Report 2020
Part I
Part II
Part III
Part IV
Part V
Part I - Executive Board remuneration policy
Remuneration principles
Support the business strategy
Pay for performance
Pay competitively
Pay fairly
Summary overview of remuneration elements
CC Heineken N.V. Report of the Report of the Financial Sustainability Other
\J \J Annual Report 2020 Introduction Executive Board Supervisory Board Statements Review Information
The remuneration policy reflects our longstanding remuneration principles of supporting
the business strategy, paying for performance, and paying competitively and fairly.
The remuneration policy and underlying principles support our long-term sustainable business
growth in the widely diverse markets in which we operate.
This year, the revised Executive Board and Supervisory Board remuneration policies were submitted for
approval to the April 2020 AGM. The AGM approved the revised policies with 97% and 99% favourable
support respectively.
The perspective and input of internal and external stakeholders as well as public opinion have been taken into
consideration in establishing and implementing the remuneration policy. HEINEKEN is also committed to an
ongoing dialogue with shareholders and seeks the views of main shareholders before any material changes to
remuneration arrangements are put forward for approval.
This Remuneration Report includes five sections:
Describes the prevailing Executive Board remuneration policy, as adopted by the AGM in 2020, and as it has
been implemented in 2020.
Describes the prevailing Supervisory Board remuneration policy, as adopted by the AGM in 2020, and as it has
been implemented in 2020.
Provides details of the Executive Board actual remuneration for performance ending in, or at year-end, 2020.
Provides details of the Supervisory Board actual remuneration ending in, or at year-end 2020.
Outlines adjustments to remuneration policy and implementation for 2021.
The Executive Board remuneration policy is designed to meet four key principles:
We align our remuneration policy with business strategies focused on creating long-term sustainable growth
and shareholder value, while maintaining a tight focus on short-term financial results.
We set clear and measurable targets for our short-term and long-term incentive policies, and we pay higher
remuneration when targets are exceeded and lower remuneration when targets are not met.
We set target remuneration to be competitive with other relevant multinational corporations of similar size and
complexity.
We set target remuneration to be internally consistent and fair; we regularly review internal pay relativities
between the Executive Board and the wider employee population and aim to achieve consistency and
alignment in, amongst others, remuneration changes, salary structures and the design of variable
compensation where possible.
The Executive Board remuneration policy is simple and transparent in design, and consists of the following
key elements:
Remuneration
element Description Strategic role
Base salary Involves fixed cash compensation Facilitates attraction and is
Aims for the median of the labour market peer group the basis for competitive pay
Rewards performance of
day-to-day activities
Drives and rewards annual
HEINEKEN performance
Drives and rewards sound
business decisions for the
long-term health of HEINEKEN
Aligns Executive Board and
shareholder interests
to which extent, to exceed the mandatory 25%
share investment
- the part in cash is paid net of taxes (i.e. after
deduction of withholding tax due on the full
before-tax Short-term incentive amount)
Investment shares are matched on a 1:1 basis after
the holding period
Short-term Is based on achievements of annual measures,
incentive of which a weighted 75% relate to financial and
operational measures for Heineken N.V. and 25%
to individual leadership measures
Aims, at target level, for the median of the labour
market peer group
Is partly paid in cash, and partly in investment shares
with a holding period of five calendar years:
- the part paid in shares is between 25% and 50% of
the full before-tax Short-term incentive amount,
depending on the individual's choice whether, and
