To the Shareholders
56
Introduction
Sustainability
Review
Report
of the
Supervisory
Board
Other
Information
Financial
Statements
Report
of the
Executive
Board
The Supervisory Board has a diverse composition in
terms of experience, gender, nationality and age. Four
out of nine members are women and six out of nine
members are non-Dutch. There are six nationalities
(American, British, Dutch, German, Indian and
Spanish) and the age of the members ranges
between 54 and 79.
The Supervisory Board is of the opinion that a diversity
of experience and skills is represented on its board. The
elements of a diverse composition of the Supervisory
Board are laid down in the Diversity Policy of the
Supervisory Board, Executive Board and Executive
Team (available on our company website) as per best
practice provision 2.1.5 of the Code. Currently, 44%
(i.e. four out of nine) of the Supervisory Board
members are female.
The profile of the Supervisory Board and the Diversity
Policy of the Supervisory Board, Executive Board and
Executive Team provides that a minimum of one-third
of the seats of the Supervisory Board shall be held by
women and a minimum of one-third of the seats shall
be held by men. The composition of the Supervisory
Board of the Company is compliant with the Diversity
Policy and Dutch law.
Diversity and gender are important drivers in the
selection process. With reference thereto, the
Supervisory Board is committed to retain an active
and open attitude as regards selecting female
candidates. The Supervisory Board is keen to embrace
diversity at large and considers gender, experience,
background, nationality, knowledge, skills and insight
equally important and relevant criteria in selecting
new members.
More details on the skills and experience of the various
Supervisory Board members are provided on the
previous page.
Composition and AGM 2024
Mr. Huët and Mrs. Mars Wright will have completed
their four-year appointment terms per the end of the
AGM on 25 April 2024.
A non-binding nomination for the re-appointment of
Mr. Huët and Mrs. Mars Wright as members of the
Supervisory Board for a period of two years shall be
submitted to the 2024 AGM.
It is the aim of the Supervisory Board that its
composition, also in terms of skills and expertise,
supports the Company in its goal to future-proof the
business and deliver superior and balanced growth
with greater focus on meeting the needs of
consumers and customers.
Independence
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.
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 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 of 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.
Currently, the 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
also is an executive director of Heineken Holding N.V.),
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.
Remuneration
The AGM determines the remuneration of the
members of the Supervisory Board. Details of the
remuneration can be found in Note 13.3 to the
Financial Statements.
Meetings and activities of the Supervisory Board
During 2023, the Supervisory Board held six meetings
with the Executive Board. Five meetings were held
in person and one meeting was held virtually.
The agenda for the Supervisory Board regularly
included topics such as:
- The business and financial performance of
the Company.
- The Company’s EverGreen strategy aimed at
long-term sustainable value creation as well as the
manner in which the Executive Board implements the
Company’s strategy.
- The financial position of the Company, including
the financing, liquidity position, dividend policy and
credit rating.
- An update of the operationalisation and progress
made in the execution of the Brew a Better World
strategy 2030.
- Large investment proposals, as well as the overall
business development and acquisition landscape and
the geographical footprint of the Company.
- The annual budget and plan as well as the three-year
strategic plan.
- The Company’s People strategy and priorities,
including employee engagement and retention,
succession planning, the inclusion and diversity
strategy and talent management. This also included
a reflection on the purpose, values and behaviours of
the Company.
- Succession planning for the Executive Board,
Supervisory Board and senior management.
- The internal risk management and control system.
- The agenda for the 2023 Annual General Meeting
of Shareholders.
- The selection process of the new external auditor,
to be appointed as per book year 2025.
During the year, several representatives of senior
management and the Executive Team were invited
to give presentations to the Supervisory Board.
The Supervisory Board also had a two-day meeting
with the Executive Team in Amsterdam, the
Netherlands, to discuss the Company’s strategic
priorities. Each Regional President provided an
overview of the performance, growth, productivity
and sustainability developments in their regions
and key markets. The various functional Chiefs
presented about growth and innovation, the route
to consumers and eB2B, productivity, carbon and the
technology landscape.
The external auditor attended the meeting in which
the annual results were discussed.
Heineken
N.V.
Annual
Report
2023
A non-binding nomination for the appointment of
Mr. Wennink as member of the Supervisory Board
for a period of four years shall be submitted to the
2024 AGM.
