47
Corporate Governance statement
Introduction
Sustainability
Review
Other
Information
Financial
Statements
Report
of the
Supervisory
Board
Report
of the
Executive
Board
Currently, the vast majority of the Supervisory Board (i.e.
seven of its nine members) qualify as ‘independent’ as
per best practice provision 2.1.8 of the Code. There are
two members who in a strictly formal sense do not
meet the applicable criteria for being ‘independent’ as
set out in the Code: Mr. de Carvalho (who is the spouse
of Mrs. C.L. de Carvalho-Heineken, the daughter of the
late Mr. A.H. Heineken, and who is also an executive
director of Heineken Holding N.V.) and Mr. Das (who is
the Chairman of the Board of Directors of Heineken
Holding N.V.).
However, the Supervisory Board has ascertained that
Mr. de Carvalho and Mr. Das in fact act critically and
independently. Since Mr. de Carvalho and Mr. Das are
representing or are affiliated with Heineken Holding
N.V. that holds more than 10% of the shares in our
Company, the maximum of one representative or
affiliate per such shareholder of best practice provision
2.1.7 sub iii of the Code is not complied with. As a
consequence, the Company also does not comply with
best practice provision 2.1.10 of the Code, to the extent
that this provision provides that the Supervisory Board
report shall state that best practice provision 2.1.7
through 2.1.9 has been fulfilled.
In line with the belief that the focus on long-term
value creation is best ensured by 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., best practice provision 2.2.2
of the Code, which provides that a person may be
appointed to the Supervisory Board for a maximum of
two four-year terms, followed by two terms of two
years each with an explanation in the Corporate
Governance statement, is not applied to Mr. de
Carvalho and Mr. Das. In the interest of preserving the
core values and the structure of the Heineken Group,
the Company does not apply the maximum
appointment period to members who are related by
blood or affinity in the direct line descent to Mr. A.H.
Heineken or who are members of the Board of
Directors of Heineken Holding N.V.
The Supervisory Board has drawn up a rotation
schedule to avoid, as far as possible, a situation in
which many Supervisory Board members retire at the
same time. The rotation schedule is available on our
corporate website.
At least one member of the Supervisory Board shall be
a financial expert with relevant knowledge and
experience of financial administration and accounting
for listed companies or other large legal entities. The
composition of the Supervisory Board shall be such
that it is able to carry out its duties properly. The
profile is available on our corporate website.
The importance of diversity in the composition of the
Supervisory Board is described in the Diversity Policy of
the Supervisory Board, Executive Board and Executive
Team and in the Profile of the Supervisory Board (that
is part of the Regulations of the Supervisory Board).
These policies emphasise elements of a diverse
composition in terms of nationality, gender, age and
background including expertise and experience.
Dutch law stipulates that supervisory boards of large
Dutch public companies, such as the Company, are
deemed to have a balanced composition if they
consist of at least one-third female and one-third male
members. The Supervisory Board consists of nine
members, five male (56%) and four female (44%)
members. The Supervisory Board will continue to take
the balanced composition requirements into account
when nominating and selecting new candidates for
the Supervisory Board.
The Supervisory Board notes that, in its opinion,
gender is only one element of diversity, and that
experience, background, knowledge, skills and
insight are equally important and relevant criteria
in selecting new members as is also reflected in its
profile. The Supervisory Board has updated its profile
in December 2023. The profile is published on the
corporate website as part of the Regulations of the
Supervisory Board.
Regulations of the Supervisory Board
The tasks, responsibilities and internal procedural
matters for the Supervisory Board are addressed in the
Regulations of the Supervisory Board and are available
on our corporate website.
The Supervisory Board appoints from its members a
Chairman (currently Mr. Huët). The Chairman of the
Supervisory Board may not be a former member of
the Executive Board. The Chairman of the Supervisory
Board determines the agenda, chairs the meetings of
the Supervisory Board, ensures the proper functioning
of the Supervisory Board and its Committees, arranges
for the adequate provision of information to its
members and acts on behalf of the Supervisory Board
as the main contact for the Executive Board and for
shareholders regarding the functioning of the
Executive Board and the Supervisory Board members.
The Chairman also ensures the orderly and efficient
conduct of the AGM.
The Chairman of the Supervisory Board is assisted in
his role by the Company Secretary. All members of the
Supervisory Board have access to the advice and
services of the Company Secretary. The Company
Secretary is responsible for ensuring that due
procedures are followed and that the Supervisory
Board acts in accordance with its statutory obligations
as well as its obligations under the Articles of
Association.
The Supervisory Board appoints from its members a
Vice-Chairman (as part of the press release of the
Company of 14 December 2023, it was announced
that the proposal is to appoint Mr. P. Wennink as Vice
Chairman, subject to his appointment as Supervisory
Board member at the AGM in 2024). The Vice
Chairman of the Supervisory Board acts as deputy for
the Chairman. The Vice-Chairman acts as contact for
individual Supervisory Board members and Executive
Board members concerning the functioning of the
Chairman of the Supervisory Board.
The Supervisory Board can only adopt resolutions in a
meeting if the majority of its members are present or
represented at that meeting. In such meetings,
resolutions must be adopted by absolute majority of
the votes cast. In addition, approval of a resolution by
the Supervisory Board, as referred to in Article 8
paragraph 6 under a, b and c of the Articles of
Association, requires the affirmative vote of the
Delegated Member.
Induction and training
After appointment to the Supervisory Board, members
receive an induction programme drawn up by the
Company in consultation with the Chairman of the
Supervisory Board.
Mr. Hijmans van den Bergh and Mrs. Pardo followed
the introduction programme in 2023. The programme
included a general information package in respect of
the Company and its corporate governance. It also
included various meetings with members of the
Executive Team and other senior management
leaders. Furthermore, in addition to attending the
Supervisory Board meetings including the strategy
meeting and the visit to South Africa, the introduction
programme also included a visit to the brewery in
Zoeterwoude.
Information
The Executive Board provides regular updates to the
Supervisory Board on the Company’s operations,
results, legal matters, corporate governance,
accounting, sustainability and compliance. This takes
place in the scheduled Supervisory Board meetings as
well as via email in case of ad hoc material
developments.
Conflict of Interest
The Articles of Association and the Regulations of the
Supervisory Board prescribe how to deal with
(apparent) conflicts of interest between the Company
and members of the Supervisory Board.
A member of the Supervisory 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.
Heineken
N.V.
Annual
Report
2023
Profile and diversity
The Supervisory Board has prepared a profile of its size
and composition, taking account of the nature of the
business, its activities and the desired expertise and
background of the Supervisory Board members. The
profile deals with the aspects of diversity in the
composition of the Supervisory Board that are
relevant to the Company and states what specific
objective is pursued by the Supervisory Board in
relation to diversity.
