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Remuneration Report 2023
Part II - Supervisory Board remuneration policy
Introduction
Committee Fees
Sustainability
Review
Report
of the
Supervisory
Board
Other
Information
Financial
Statements
Report
of the
Executive
Board
Remuneration principles
The Supervisory Board remuneration policy is designed to attract and retain high-class and diverse profiles
with relevant skills and experience that are required to perform the Supervisory Board’s duties and it ensures
appropriate corporate governance by meeting the following key principles:
- Support the business strategy
We align our remuneration policy with business strategies focused on creating long-term sustainable growth
and shareholder value.
- Pay for purpose
We align our remuneration policy to promote the independence and objectivity of our Supervisory Board
members, which is a key element to best serve the long-term interest of the company.
- Pay competitively
We set remuneration levels to be competitive with other relevant multinational corporations of similar size
and complexity.
While establishing and implementing the policy, the perspective and input of internal and external stakeholders
and the external environment in which HEINEKEN operates, are taken into consideration. HEINEKEN is also
committed to an ongoing dialogue with shareholders and seeks the views of significant shareholders before any
material changes to remuneration arrangements are put forward for approval.
Summary overview of remuneration elements
The Supervisory Board remuneration policy is simple and transparent in design, and consists of the following key
elements:
Allowances and
Benefits
Supervisory Board members are
reimbursed and compensated for
additional efforts that enable them
to exercise their role.
Heineken
N.V.
Annual
Report
2023
The Remuneration Committee is responsible
for reviewing the compensation levels on a
regular basis and to bring forward proposals
(if any) to the Supervisory Board. Proposals
are submitted to the Annual General Meeting
for approval.
This review is done through a benchmark
assessment against a pan-European peer
group consisting of companies that are of
comparable size to HEINEKEN.
Members are eligible to receive additional
fees in respect of serving as a Chairman or
Member of a Committee.
Fee levels between Committees can differ if
this is deemed appropriate depending on the
time commitment and responsibilities
associated with the Committee membership.
Fees are additive; if a Board member serves in
multiple Committees, the compensation will
consist of the Board membership fee and the
sum of the corresponding Committee fees.
Members receive reimbursement of travel
expenses and are compensated for
intercontinental travel required to exercise
their role.
Small benefits such as retirement gifts may
also be provided.
Element
Base Board Fees
Purpose Description
- Supervisory Board members receive -
a fixed cash compensation for their
services.
- In line with the Dutch Corporate
Governance code, no variable pay
and/or equity awards are offered.
- In order to provide a fee level that is -
competitive with other companies
comparable to HEINEKEN, reviews
are conducted on a regular basis.
- Supervisory Board members are -
compensated for additional
responsibilities such as Committee
membership. -
- In order to provide a fee level that is
competitive with other companies
comparable to HEINEKEN, reviews
are conducted on a regular basis. -
