73
Remuneration Report 2023
Part V - Adjustments to the remuneration policy and implementation in 2024
Introduction
Sustainability
Review
Report
of the
Supervisory
Board
Other
Information
Financial
Statements
Report
of the
Executive
Board
Policy
Executive Board
The current Executive Board remuneration policy was adopted by the AGM in 2022. During 2023, the
Remuneration Committee reviewed the Executive Board remuneration policy and actively engaged with
shareholders and other stakeholders to obtain their perspectives on the subject. Based on their findings, the
Supervisory Board decided not to submit any changes to the policy for approval to the 2024 AGM.
Supervisory Board
The current Supervisory Board remuneration policy was adopted by the AGM in 2020. Under the European
Shareholder Rights Directive II, shareholders have the right to vote on a remuneration policy at least every 4
years. Because the Supervisory Board still considers the current policy effective, they will not be proposing any
changes to the policy. Therefore, the unaltered policy will be submitted to the 2024 AGM for re-adoption.
Implementation
Executive Board
To seek alignment with the policy target level of the median target remuneration of the labour market peer
group, the Supervisory Board will make adjustments to the base salaries and variable remuneration of the
Executive Board in 2024. Base salaries will be increased from €1,300,000 to €1,397,500 for the CEO and from
€884,000 to €950,300 for the CFO. Target opportunities for the Short-term incentive and Long-term incentive
for the CEO will be increased from 140% to 150% and from 150% to 170%, respectively. Target opportunities for
the Short-term incentive and Long-term incentive for the CFO will be increased from 100% to 110% and from
125% to 135%, respectively.
Supervisory Board
The prevailing fixed annual remuneration and Committee fees of the Supervisory Board were adopted at the
2019 AGM and have not changed since. Recognizing the increased complexity and time commitment
associated with board membership, the Remuneration Committee conducted an assessment of the Supervisory
Board remuneration. As part of this assessment, the Remuneration Committee performed a benchmark analysis
of the current fees against a pan-European group of companies of comparable size and complexity. Based on
the outcomes of this assessment, the Supervisory Board, upon recommendation of the Remuneration
Committee, will submit a proposal to the 2024 AGM to adjust the fixed annual remuneration, Committee fees,
and intercontinental travel fee of the Supervisory Board.
Supervisory Board Heineken N.V.
Amsterdam, 13 February 2024
Heineken
N.V.
Annual
Report
2023
