46
Supervisory Board
Corporate Governance statement
Introduction
Sustainability
Review
Other
Information
Financial
Statements
Report
of the
Supervisory
Board
Report
of the
Executive
Board
Diversity
We strive to embrace diversity in everything we do,
as also recognised and described in the Diversity
Policy of the Supervisory Board, Executive Board and
Executive Team. The Policy was updated in December
2021 and is available on our corporate website. The
Policy considers the elements of a diverse composition
in terms of nationality, gender, age and background,
including expertise and experience. It is the aim of
the Company to reflect this in the composition of
the Supervisory Board, Executive Board and
Executive Team.
For the Executive Board, appropriate weight is placed
on diversity considerations in the selection and
appointment process, while taking into account
the overall profile and selection criteria for the
appointments of suitable candidates to the Executive
Board. The aim is that the Executive Board comprises
of at least 30% male and at least 30% female
members, as set out in the Diversity Policy. Currently,
the Executive Board is composed of two male
members. It is recognised that the current
composition of the Executive Board leaves room
for improvement on gender diversity.
Mr. Van den Brink and Mr. Van den Broek are in their
first four-year term as members of the Executive Board,
being appointed in 2020 and 2021 respectively. A
proposal for the re-appointment of Mr. Van den Brink
for a second four-year term as member of the
Executive Board will be submitted to the AGM in 2024.
Members of the Executive Board are not allowed to
hold more than two supervisory board memberships
or non-executive directorships in a Large Dutch Entity.
Acceptance of such external supervisory board
memberships or non-executive directorships by
members of the Executive Board is subject to
approval by the Supervisory Board, which has
delegated this authority to the Selection and
Appointment Committee.
However, the composition is also impacted by the
limited size of the Executive Board. In the event of
succession planning, we will continue to look for
opportunities to strengthen the gender diversity in
the Executive Board.
For the Company, increasing the gender diversity in
the Company's senior management is a key priority.
Details on diversity and inclusion in the Company and
in the senior management group of the Company can
be found on page 161 of this Annual Report. This
section also sets out the goals of the diversity and
inclusion policy, the strategy to achieve the goals and
the results of the strategy.
Conflict of Interest
The Articles of Association and the Code prescribe
how to deal with (apparent) conflicts of interest
between the Company and members of the
Executive Board.
A member of the Executive Board shall not take part
in any discussion or decision-making that involves a
subject or transaction in relation to which he has a
personal conflict of interest with the Company.
Any such decision shall be published in the Annual
Report for the relevant year, along with a reference
to the conflict of interest and a declaration that the
relevant best practice provisions of the Code have
been complied with.
Remuneration
In line with the remuneration policy adopted by the
AGM, the remuneration of members of the Executive
Board is determined by the Supervisory Board, upon
recommendation of the Remuneration Committee.
For the Supervisory Board, the diversity details are set
out on page 54 of this Annual Report as well as in the
Report of the Supervisory Board in this Annual Report.
In 2023, no transactions were reported under which
a member of the Executive Board had a conflict of
interest that was of material significance.
Decisions to enter into transactions under which
members of the Executive Board have conflicts of
interest that are of material significance to the
Company and/or the relevant member(s) of the
Executive Board require the approval of the
Supervisory Board.
The remuneration policy and the elements of the
remuneration of Executive Board members are set out
in the Remuneration Report and Notes 6.5 and 13.3
to the Financial Statements.
The main elements of the service agreements with
Mr. Van den Brink and Mr. Van den Broek are available
on our website.
General
The role of the Supervisory Board is to supervise the
management of the Executive Board and the general
affairs of the Company and its affiliated enterprises,
as well as to assist the Executive Board by
providing advice.
The supervision of the Executive Board by the
Supervisory Board includes the achievement of the
Company’s objectives, the culture in the Company, the
corporate strategy and the risks inherent in the
business activities, the design and effectiveness of the
internal risk and control system, the financial reporting
process, compliance with primary and secondary
legislation, the Company-shareholder relationship and
corporate social responsibility matters that are
relevant to the Company.
The Supervisory Board evaluates at least once a year
the corporate strategy and main risks to the business,
the result of the assessment by the Executive Board of
the design and effectiveness of the internal risk
management and control system, and any significant
changes thereto.
Supervisory Board members are appointed by the
AGM from a non-binding nomination drawn up by the
Supervisory Board.
The AGM can dismiss members of the Supervisory
Board by a majority of the votes cast, if the subject
majority at least represents one-third of the
issued capital.
In discharging its role, the Supervisory Board shall be
guided by the interests of the Company and its
affiliated enterprises and shall take into account the
relevant interest of the Company’s stakeholders.
Composition of the Supervisory Board
The Supervisory Board consists of nine members
since the AGM in 2023: Jean-Marc Huët (Chairman),
Maarten Das, Michel de Carvalho, Pamela Mars-
Wright, Marion Helmes, Rosemary Ripley, Nitin
Paranjpe, Beatriz Pardo and Lodewijk Hijmans van
den Bergh.
The Supervisory Board endorses the principle that the
composition of the Supervisory Board shall be such
that its members are able to act critically and
independently of one another and of the Executive
Board and any particular interests. Each Supervisory
Board member is capable of assessing the broad
outline of the overall strategy of the Company and its
businesses and carrying out its duties properly.
Given the structure of the Heineken Group, the
Company is of the opinion that, in the context of
preserving the continuity of the Heineken Group and
ensuring a focus on long-term sustainable value
creation, it is in its best interest and that of its
stakeholders that the Supervisory Board includes a fair
and adequate representation of persons who are
related by blood or affinity in the direct line descent to
the late Mr. A.H. Heineken (former Chairman of the
Executive Board), or who are members of the Board of
Directors of Heineken Holding N.V., even if those
persons would not, formally speaking, be considered
‘independent’ within the meaning of best practice
provision 2.1.8 of the Code.
Heineken
N.V.
Annual
Report
2023
Best practice provision 2.2.1 of the Code recommends
that an Executive Board member is appointed for a
maximum period of four years and that a member
may be re-appointed for a term of not more than
four years at a time. In compliance with this best
practice provision, the Supervisory Board has drawn
up a rotation schedule to avoid, as much as possible,
a situation in which Executive Board members retire
at the same time.
