45
Executive Board
Corporate Governance statement
Introduction
Harold (H.P.J.) van den Broek
Dolf (R.G.S.) van den Brink
Introduction
Each region is headed by a President.
Sustainability
Review
Other
Information
Financial
Statements
Report
of the
Supervisory
Board
Report
of the
Executive
Board
Heineken N.V. (the ‘Company’) is a public company
with limited liability incorporated under the laws of the
Netherlands. Its shares are listed on the Amsterdam
Stock Exchange, Euronext Amsterdam.
The Company’s management and supervision
structure is organised in a so-called two-tier system,
consisting of an Executive Board (made up of two
executive members) and a Supervisory Board (made
up of nine non-executive members).
The Supervisory Board supervises the Executive Board
and ensures external experience and knowledge are
embedded in the Company’s way of operating. The
two Boards are independent of one another and
accountable to the Annual General Meeting (AGM).
The Company complies with, among other
regulations, the Dutch Corporate Governance Code of
20 December 2022 (the ‘Code’). Deviations from the
Code are explained in this report in accordance with
the Code’s ‘comply or explain’ principle.
This report includes the information that the
Company is required to disclose pursuant to the Dutch
governmental decree on Article 10 Takeover Directive
and the governmental decree on Corporate
Governance. Substantial changes in the Company’s
corporate governance structure and in the Company’s
compliance with the Code, if any, will be submitted to
the AGM for discussion under a separate agenda item.
The two members of the Executive Board and the four
regional Presidents together with the five functional
Chief Officers (i.e. Commercial, Corporate Affairs,
Digital and Technology, People and Supply Chain),
jointly form the Executive Team. The decision to work
with an Executive Team is to ensure effective
implementation of key priorities and strategies across
the organisation.
General
The role of the Executive Board is to manage the
Company. This means, among other things, that it is
responsible for setting and achieving the operational
and financial objectives of the Company, the strategy
to achieve these objectives, the parameters to be
applied in relation to the strategy (for example, in
respect of the financial ratios), the Company culture
aimed at long-term value creation, the associated risk
profile, the development of results and sustainability
matters that are relevant to the Company.
The Executive Board is accountable to the Supervisory
Board and to the AGM.
The Executive Board is responsible for complying with
all primary and secondary legislation, for managing
the risks associated with the Company’s activities and
for financing the Company.
The Company has four operating regions: Africa
Middle East Eastern Europe, Americas, Asia Pacific
and Europe.
In discharging its role, the Executive Board shall be
guided by the interests of the Company and its
affiliated enterprises, taking into consideration the
interests of the Company’s stakeholders.
Throughout the year, members of the Executive Team
and other senior managers were invited to give
presentations to the Supervisory Board.
A two-day meeting was held in June 2023 between
the Supervisory Board and the Executive Team to
discuss the Company’s strategic priorities and main
risks and opportunities in light of its sustainable long
term value creation. During this meeting, members of
the Executive Team also presented their respective
strategic topics and the risks and opportunities per
region or function, as the case may be.
Further, in October 2023 a four-day visit to HEINEKEN
Beverages in South Africa by the Executive Board and
the Supervisory Board took place, with a focus on the
integration of Distell Group Holdings Limited and
Heineken South Africa next to the local strategy, the
outlook and the risks and opportunities. Various
locations of HEINEKEN Beverages in Cape Town as
well as the brewery in Johannesburg were visited, and
presentations by the local management team were
held. The commercial strategy with the new multi
category portfolio was also discussed in detail.
Composition of the Executive Board
Executive Board members are appointed by the AGM
from a non-binding nomination drawn up by the
Supervisory Board.
The Supervisory Board appoints one of the Executive
Board members as Chairman/CEO. The AGM can
dismiss members of the Executive Board by a majority
of votes cast if the subject majority at least represents
one-third of the issued capital.
The Executive Board consists of two members,
Chairman/CEO Dolf (R.G.S.) van den Brink and CFO
Harold (H.P.J.) van den Broek.
For the maximum period of four years.
Large Dutch Entities are Dutch N.V.s, B.V.s or Foundations (that are
required to prepare annual accounts pursuant to Chapter 9 of Book 2
of the Dutch Civil Code or similar legislation) that meet two of the
following criteria (on a consolidated basis) on two consecutive balance
sheet dates:
(i) The value of the assets (according to the balance sheet with
the explanatory notes and on the basis of acquisition and
manufacturing costs) exceeds €20 million;
(ii) The net turnover exceeds €40 million;
(iii) The average number of employees is at least 250.
Under ‘Other positions’, other functions are mentioned that may be
relevant to the performance of the duties of the Executive Board.
Heineken
N.V.
Annual
Report
2023
1967 Dutch nationality Male
Initial appointment in 2021 Four-year term ends in 2025
Profession: CFO (since 1 June 2021)
No supervisory board seats (or non-executive board
memberships) in Large Dutch Entities**
No other positions***
1973 Dutch nationality Male
Initial appointment in 2020*; Four-year term ends in 2024
Profession: Chairman/CEO (since 1 June 2020)
No supervisory board seats (or non-executive board
memberships) in Large Dutch Entities**
Other positions: Edesia Inc., International Alliance for
Responsible Drinking (Chair of the CEO Group), member
of the IMD Foundation Board
