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Remuneration Report 2023
Introduction
Term of appointment
New members of the Executive Board are appointed by the AGM for the duration of 4 years, subject to
reappointment by the AGM.
Loans
HEINEKEN does not provide loans to the members of the Executive Board.
Sustainability
Review
Report
of the
Supervisory
Board
Other
Information
Financial
Statements
Report
of the
Executive
Board
Benefits
The members of the Executive Board are eligible to receive benefits in line with HEINEKEN’s most senior
employees. The benefits include, but are not limited to, company car, fuel and health insurance. Other benefits
could be offered in circumstances where this allows executives to successfully fulfil the responsibilities of their
role. For example, in case of a relocation the appropriate relocation support is provided. The levels of the benefits
will be competitive in the relevant local market and could be changed year on year.
Notice period
The service agreement may either be terminated by the member of the Executive Board or by the Company.
The notice period will not be more than 12 months for both the Company and the individual.
Compensation rights on termination of employment/service agreement
If the Company gives notice of termination of the employment agreement of a member of the Executive Board
for a reason which is not an urgent reason (‘dringende reden’) within the meaning of the law, or decides not to
extend the service agreement upon its expiry, or if the AGM does not re-appoint them as member of the
Executive Board for a subsequent term, the Company shall pay an amount equal to one year of base salary.
The treatment of incentive awards will depend on the circumstances of departure. A proposal will be made by
the Remuneration Committee to be pursued by the Supervisory Board. In case of dismissal by the Company for
an urgent reason within the meaning of the law (‘dringende reden’), or in case of dismissal for cause (‘gegronde
reden’) whereby the cause for dismissal concerns unsatisfactory functioning of the Executive Board member, the
unvested incentive awards will be forfeited.
Remuneration Governance
The Remuneration Committee makes the proposal to the Supervisory Board for the Remuneration Policy to be
pursued and makes a proposal for the remuneration of the individual members of the Executive Board for
adoption by the Supervisory Board. In accordance with Dutch Law, the remuneration policy will be submitted
for approval to the AGM at least every four years, or in case of material amendments to the policy. The Executive
Board members shall not participate in the decision making regarding their own remuneration to avoid conflict
of interest.
Derogation clause
The Supervisory Board, upon recommendation of the Remuneration Committee, may temporarily deviate from
any sections of the Policy based on its discretion in the circumstances described below:
- Upon change of the Executive Board member in accordance with the new hire policy
- In any other circumstance where the deviation may be required to serve the long-term interests and sustainability
of the Company as a whole or to assure its viability
New hire policy
Our recruitment policy is to offer a compensation package that allows HEINEKEN to attract, retain and motivate
the individual with the right skills for the required role. When determining remuneration for an Executive Board
member, the Supervisory Board will, at the recommendation of the Remuneration Committee, consider the role’s
requirements, business needs, the individual’s skills and experience and the relevant external talent market.
Where an individual is recruited externally for an Executive Board member position, the remuneration package
in their prior role will be taken into account. The Supervisory Board will seek to align the new member’s
remuneration package with the Executive Board Remuneration Policy. The Company may offer compensation
to buy out awards or other lost compensation which the candidate held prior to joining HEINEKEN, but which
lapsed upon leaving their previous employer. The rationale of any such award will be disclosed in the
Remuneration Report.
Where an individual is appointed to the Executive Board through internal promotion or following a corporate
transaction (e.g., an acquisition), the Board retains the ability to honour any legally binding legacy arrangements
agreed prior to the appointment.
Pensions
The members of the Executive Board participate in a defined contribution Capital Creation Plan. As of 2015,
following pension reforms in the Netherlands, new members of the Executive Board receive the same
contribution as new executives under Dutch employment contract below the Executive Board, which is currently
18% of base salary. This applies to our current CEO and CFO. Both Executive Board members have chosen to
receive their full pension contributions as taxable income, as opposed to applying tax deferral to the maximum
amount possible.
Heineken
N.V.
Annual
Report
2023
