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Remuneration Report 2023
Part I - Executive Board remuneration policy
Introduction
Pensions
Benefits
Remuneration principles
The Executive Board remuneration policy is designed to meet four key principles:
Summary overview of remuneration elements
The Executive Board remuneration policy is simple and transparent in design, and consists of the following key
elements:
Provides market competitive
benefits to aid retention
Sustainability
Review
Report
of the
Supervisory
Board
Other
Information
Financial
Statements
Report
of the
Executive
Board
- Support the business strategy
We align our remuneration policy with business strategies focused on creating long-term sustainable growth
and shareholder value while maintaining a tight focus on short-term financial results.
- Pay for performance
We set clear and measurable targets for our short-term and long-term incentive plans, and we pay higher
remuneration when targets are exceeded and lower remuneration when targets are not met.
- Pay competitively
We set target remuneration to be competitive with other relevant multinational corporations of similar size
and complexity.
- Pay fairly
We set target remuneration to be internally consistent and fair; we regularly review internal pay relativities
between the Executive Board and the wider employee population and aim to achieve consistency and
alignment in, amongst others, remuneration changes, salary structures and the design of variable
compensation where possible.
Short-term
incentive
Long-term
incentive
Provides a range of benefits, including, but not
limited to, company car, fuel and health insurance
Aims to be in line with local market practice
Provides for employee welfare
and retirement needs
This Remuneration Report includes five sections:
Part I
Describes the prevailing Executive Board remuneration policy, as adopted by the AGM in 2022, and as it has been
implemented in 2023.
Part II
Describes the prevailing Supervisory Board remuneration policy, as adopted by the AGM in 2020, and as it has
been implemented in 2023.
Part III
Provides details of the Executive Board’s actual remuneration for performance ending in, or at year-end, 2023.
Part IV
Provides details of the Supervisory Board’s actual remuneration ending in, or at year-end 2023.
Part V
Outlines adjustments to the remuneration policy and implementation for 2024.
Heineken
N.V.
Annual
Report
2023
Drives and rewards sound
business decisions for the long
term health of HEINEKEN
Aligns Executive Board and
shareholder interests
Supports Executive Board
retention
Is based on achievements of annual measures, of
which 75% relate to financial and operational
measures for Heineken N.V. and 25% to individual
leadership measures
Aims, at target level, for the median of the labour
market peer group
Is partly paid in cash, and partly in investment shares
with a holding period of five calendar years:
- the part paid in shares is between 25% and
50% of the full before-tax Short-term incentive
amount, depending on the individual’s choice
whether, and to what extent, to exceed the
mandatory 25% share investment
- the part paid in cash is paid net of taxes (i.e.,
after deduction of withholding tax due on the
full before-tax Short-term incentive amount)
Investment shares are matched on a 1:1 basis after
the holding period
Is based on achievements of three-year targets for
Heineken N.V., of which 75% relate to financial
measures and 25% relate to ESG measures
Aims, at target level, for the median of the labour
market peer group
Is awarded through the vesting of shares, net of
taxes (i.e., after deduction of withholding tax due on
the full before-tax Long-term incentive amount)
Vested shares are blocked for another two years, to
arrive at a five-year holding restriction after the date
of the conditional performance grant
Defined Contribution Pension Plan and/or Capital
Creation Plan
Description
- Involves fixed cash compensation
- Aims for the median of the labour market peer group
Strategic role
- Facilitates attraction and is the
basis for competitive pay
- Rewards performance of day-
to-day activities
- Drives and rewards sound
business decisions for the long
term health of HEINEKEN
- Aligns Executive Board and
shareholder interests
Remuneration
element
Base salary
