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Corporate Governance statement
Introduction
The current Chair of the Selection and Appointment
Committee is Mr. Huët.
Only persons who are shareholders on the record date
may participate and vote in the AGM.
Sustainability
Review
Other
Information
Financial
Statements
Report
of the
Supervisory
Board
Report
of the
Executive
Board
Sustainability and Responsibility Committee
The Sustainability and Responsibility Committee
focuses on: (i) the periodic review and evaluation of
the Company’s sustainability and responsibility
strategy and related objectives and the performance
on these objectives, including in the areas of the
environment, social and responsible consumption; (ii)
the relationships of the Company with its stakeholders
on sustainability and responsibility matters; (iii)
external sustainability and responsibility-related
developments relevant for the Company; and (iv) such
other matters concerning the Company’s
sustainability and responsibility matters as the
Committee shall see fit and proper or as shall be
referred by the Executive Board or Supervisory Board
from time to time.
The current Chair of the Sustainability and
Responsibility Committee is Mr. Paranjpe, who
succeeded Mr. Fernandez Carbajal after his
resignation as member of the Supervisory Board on
15 February 2023.
The Executive Board and the Supervisory Board are
obliged to convene an AGM upon request of
shareholders individually or collectively owning at least
10% of the shares issued. Such meeting shall be held
within eight weeks of the request and shall deal with
the subjects as stated by those who wish to hold the
meeting, failing which the shareholders may seek
judicial leave to call a general meeting.
General Meeting
Annually, within six months after the end of the
financial year, the AGM shall be held, in which, inter
alia, the following items shall be brought forward: (i)
the discussion of the management report; (ii) the
adoption of the Executive Board’s and Supervisory
Board’s remuneration policy insofar as adjustments to
those policies lead to a new policy or four years after
adoption; (iii) the Remuneration Report of the
members of the Executive Board and members of the
Supervisory Board; (iv) the discussion and adoption of
the financial statements; (v) the discharge of the
members of the Executive Board for their
management; (vi) the discharge of the members of
the Supervisory Board for their supervision on the
management; and (vii) the appropriation of profits.
According to the Articles of Association, the AGM shall
be held in Amsterdam. The AGM reflecting on the
financial year 2022 was held on 20 April 2023 in De
La Mar Theatre in Amsterdam. Shareholders could
attend in person or virtually.
Convocation
Pursuant to Dutch law, the Executive Board or the
Supervisory Board shall convene the AGM with a
convocation period of at least 42 days (excluding
the date of the meeting, but including the
convocation date).
The opportunity to stipulate the response time should
also apply to an intention as referred to above for
judicial leave to call an AGM pursuant to Section 2:110
of the Dutch Civil Code. The relevant shareholder
should respect the response time stipulated by the
management board, within the meaning of best
practice provision 4.1.7.
The Code provides the following in best practice
provision 4.1.6: "A shareholder should only exercise
the right to put items on the agenda after they have
consulted with the management board on this. If one
or more shareholders intend to request that an item
be put on the agenda that may result in a change in
the Company’s strategy, for example as a result of
the dismissal of one or several management board
or supervisory board members, the management
board should be given the opportunity to stipulate
a reasonable period in which to respond (the
response time).”
A request of a shareholder for an item to be included
on the agenda of the AG M needs to be substantiated.
The principles of reasonableness and fairness may
allow the Executive Board to refuse the request.
If the Executive Board invokes a response time, such
period shall not exceed 180 days from the moment
the Executive Board is informed by one or more
shareholders of thei r intention to put an item on the
agenda to the day of the AGM at which the item is to
be dealt with. The Executive Board shall use the
response time for further deliberation and constructive
consultation. This shall be monitored by the
Supervisory Board. The response time shall be invoked
only once for any given AGM and shall not apply to an
item in respect of which the response time has been
previously invoked.
Right to include items on the agenda
If the Executive Board has been requested in writing
not later than 60 days prior to the date of the AGM to
deal with an item by one or more shareholders who
solely or jointly represent at least 1 of the issued
capital, the item will be included in the convocation or
announced in a similar way.
If a shareholder wants to exercise his or her rights by
proxy authorised in writing, the written power of
attorney must be received by the Company no later
than on the date indicated for that purpose in the
convocation notice. Through its corporate website,
the Company generally facilitates that shareholders
can give electronic voting instructions.
Attendance list
Each person entitled to vote or otherwise entitled
to attend a meeting, or such person’s representative,
shall have to sign the attendance list, stating the
number of shares and votes represented by
such person.
Record date
For each AGM, Dutch law provides a record date for
the exercise of the voting rights and participation in
the meeting, which record date shall be the 28th day
prior to the date of the meeting. The record date shall
be included in the convocation notice, as well as the
manner in which those entitled to attend and/or vote
in the meeting can be registered and the manner in
which they may exercise their rights.
Participation in person, by proxy or through
electronic communication
Each shareholder is entitled, either personally or by
proxy authorised in writing, to attend the AGM, to
address the meeting and to exercise his or her
voting rights.
The Executive Board may determine that the powers
set out in the previous sentence may also be exercised
by means of electronic communication.
Heineken
N.V.
Annual
Report
2023
Selection and Appointment Committee
The Selection and Appointment Committee focuses
on: (i) drawing up selection criteria and appointment
procedures for Supervisory Board members and
Executive Board members; (ii) periodically assessing
the size and composition of the Supervisory Board
and the Executive Board, and making a proposal for a
composition profile of the Supervisory Board; (iii)
periodically assessing the functioning of individual
Supervisory Board members and Executive Board
members, and reporting on this to the Supervisory
Board; (iv) drawing up a plan for the succession of
Supervisory Board members and Executive Board
members; (v) making proposals for appointments
and re-appointments of Supervisory Board and
Executive Board members; (vi) supervising the policy
of the Executive Board regarding the selection criteria
and appointment procedures for senior management;
(vii) drawing up a diversity policy for the composition
of the Executive Board, the Supervisory Board and the
Executive Team; and (viii) deciding on a request from
Executive Board members to accept an external
board membership of a Large Dutch Entity or
foreign equivalent.
