g)@ 64 Remuneration Report 2020 ad (4) - 2018-2020 Long-term incentive: value of performance shares vesting ad (5) - Number of matching entitlements vesting ad (6) - Value of matching entitlements vesting ad (7) - Pension cost ad (8) - Other emoluments ad (9) - Total Actual remuneration paid to former members of the Executive Board Pay Ratio Comparative overview of remuneration and company performance Heineken N.V. Annual Report 2020 Introduction Report of the Executive Board Report of the Financial Supervisory Board Statements Sustainability Review Other Information The value of performance shares vesting is based on the share price as of 31 December 2020 of €91.22. These entries refer to the number of matching share entitlements that vested after year-end 2020, as a result of the investment in shares of part of the STI payout for performance year 2015, and holding on to these investment shares until year-end 2020. For Mr. Van Boxmeer the number of matching shares is the result of a 50% investment of this STI payout in investment shares at the time. For Mrs. Debroux the number of matching shares is the result of a 50% investment of this STI payout in investment shares at the time. The value of matching share entitlements vesting is based on the share price as of 31 December 2020 of €91.22. The pension costs involve the employer contributions paid in the Capital Creation Plan as well as the employer contributions to the risk insurances for death and disability. The amounts mainly involve car benefits-in-kind, and also for Mrs. Debroux housing allowance (grossed-up) and schooling costs. The addition of all remuneration elements as described in points (1) to (8). There has not been any remuneration for 2020 paid to former members of the Executive Board. In the Netherlands a revised corporate governance code came into effect as of financial year 2017. This revised code requires Dutch stock-listed companies to consider pay ratios between Executive Board members and other employees within the Company when formulating the remuneration policy for the Executive Board, and to disclose these ratios in the Remuneration Report every year. As is commonly understood, such ratios are specific to the company's industry, geographical footprint and organisational model. HEINEKEN has a truly wide geographical footprint, with the majority of its business and employees in emerging markets with widely different pay levels and structures compared to the Netherlands and Europe. In addition, HEINEKEN has a large number of breweries and in-house sales forces worldwide, which adds to the variety of pay within the Company. For other companies in other industries this will be different. Finally, pay ratios can also be quite volatile over time, as they may vary with exchange rate movements and can be very dependent on the Company's annual performance since that performance impacts the remuneration of the Executive Board much more than of all other employees. The 2020 pay ratios for HEINEKEN are 30 for the CEO and 20 for the CFO, versus 166 and 87 in 2019 respectively. These ratios are obtained by dividing the 2020 total remuneration for the CEO and CFO by the 2020 average total remuneration of all other employees worldwide. The common denominator of these ratios is derived from note 6.4 on page 79 by dividing the 2020 total personnel expense (after subtracting the expense for contractors and for the Executive Board), by the reported FTE (minus two; excluding contractors), leading to an amount of 41,934 versus 42,937 in 2019. The total remuneration for the CEO and CFO is retrieved from note 13.3 on page 115. The reason why the Executive Board's remuneration is obtained from note 13.3 rather than from this Remuneration Report is explained by the fact that the personnel expense in note 6.4 is based on IFRS standards, which implies that the Executive Board's remuneration also needs to be based on these standards for reasons of comparability. The Executive Board's average pay ratio decrease of ca. 80% compared to 2019 results from a decrease in the remuneration of the CEO and CFO over 2019 by ca. 81%. The decrease in the CEO and CFO remuneration is predominantly driven by: - The cancellation of 2020 STI payout and 2018-2020 LTI vesting as well as the voluntary 20% base salary reduction, measures taken in the context of the COVID-19 crisis as referred on page 63. - The CEO ratio calculation is based on the remuneration of Mr. Van den Brink as per appointment to the Executive Board on 24 April 2020. The following table provides a comparative overview since 2016 of annual Executive Board remuneration; average employee remuneration; Executive Board pay ratio; and company performance: Total remuneration in thousands of€' Average Pay ratio4 Year CEO CFO2 employee total remuneration in thousands of €3 CEO CFO Organic net revenue growth %5 2016 9,480 3,514 n.a. n.a. n.a. 4.8% 2017 9,060 4,203 42.1 215 100 5.0% 2018 8,244 3,805 41.7 198 91 6.1% 2019 7,112 3,726 42.9 166 87 5.6% 2020 1,2616 835 41.9 30 20 -11.9% 1 Total remuneration for the CEO and CFO as per note 13.3 Related Parties (i.e. fixed salary, short and long term incentives, pension contributions and other emoluments). 2 Appointed on 23 April 2015. 3 Total personnel expense in thousands of (after subtracting the expense for contractors and for the Executive Board) divided by the reported FTE (minus two; excluding contractors). Reporting available since 2017. 4 Total remuneration for the CEO and CFO divided by the average total remuneration of all other employees worldwide. Reporting available since 2017. 5 Organic net revenue growth percentage for the financial year (performance measure for short and long term incentives). 6 In 2020, CEO's remuneration refers to Mr. Van den Brink, as per appointment to the Executive Board on 24 April 2020.

Jaarverslagen en Personeelsbladen Heineken

Jaarverslagen | 2020 | | pagina 64