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Remuneration Report 2020
Derogation clause
New hire policy
Remuneration Governance
Part II -Supervisory Board remuneration policy
Remuneration principles
["Q Heineken N.V. Report of the Report of the Financial Sustainability Other
sJ/ Annual Report 2020 Introduction Executive Board Supervisory Board Statements Review Information
The Supervisory Board, upon recommendation of the Remuneration Committee, may temporarily deviate
from any sections of the Policy based on its discretion in the circumstances described below:
- Upon change of the Executive Board member in accordance with the new hire policy,
- In any other circumstance where the deviation may be required to serve the long-term interests and
sustainability of the Company as a whole or to assure its viability.
Our recruitment policy is to offer a compensation package that allows HEINEKEN to attract, retain and
motivate the individual with the right skills for the required role. When determining remuneration for
an Executive Board member, the Supervisory Board will, at the recommendation of the Remuneration
Committee, consider the role's requirements, business needs, the individual's skills and experience and the
relevant external talent market.
Where an individual is recruited externally for an Executive Board member position, the remuneration
package in their prior role will be taken into account. The Supervisory Board will seek to align the new
member's remuneration package with the Executive Board Remuneration Policy. The Company may offer
compensation to buy out awards or other lost compensation which the candidate held prior to joining
HEINEKEN, but which lapsed upon leaving their previous employer. The rationale of any such award will be
disclosed in the Remuneration Report.
Where an individual is appointed to the Executive Board through internal promotion or following a
corporate transaction (e.g. an acquisition), the Board retains the ability to honour any legally binding legacy
arrangements agreed prior to the appointment.
The Remuneration Committee makes the proposal to the Supervisory Board for the Remuneration Policy to
be pursued, and makes a proposal for the remuneration of the individual members of the Executive Board
for adoption by the Supervisory Board. In accordance with Dutch Law, the remuneration policy will be
submitted for approval to the AGM at least every four years, or in case of material amendments to the policy.
The Executive Board members shall not participate in the decision making regarding their own remuneration
to avoid conflict of interest.
The Supervisory Board remuneration policy is designed to attract and retain high-class and diverse profiles
with relevant skills and experience that are required to perform the Supervisory Board's duties and it ensures
appropriate corporate governance by meeting the following key principles:
- Support the business strategy
We align our remuneration policy with business strategies focused on creating long-term sustainable
growth and shareholder value.
- Pay for purpose
We align our remuneration policy to promote the independence and objectivity of our Supervisory Board
members, which is a key element to best serve the long-term interest of the company.
- Pay competitively
We set remuneration levels to be competitive with other relevant multinational corporations of similar size
and complexity.
While establishing and implementing the policy, the perspective and input of internal and external
stakeholders and the external environment in which HEINEKEN operates, are taken into consideration.
HEINEKEN is also committed to an ongoing dialogue with shareholders and seeks the views of significant
shareholders before any material changes to remuneration arrangements are put forward for approval.
