Report
Expert Corporate Governance Service (ECGS)
EUR 1000.00 For Business Accounts Only

Heineken NV – AGM 23 April 2020

In general, Heineken is in compliance with the Dutch regulations relating to the organisation and procedures of the Annual General Meeting.

 

Under ITEM 1b an advisory vote on the Company's executive remuneration report is requested. ECGS notes that the total variable salary granted in the year under review, corresponding to 346% of annual base salary, exceeds the maximum threshold under its guidelines. Accordingly, ECGS recommends to vote OPPOSE.

 

Under ITEM 3 approval is sought of the Company's executive remuneration policy. Although no material changes to the policy are proposed, ECGS does NOT approve of the maximum variable remuneration, corresponding to 580% of annual base salary (280% ST and 300% LT). Accordingly, ECGS recommends to vote OPPOSE.

 

Finally, under ITEM 6b, the supervisory board proposes to amend Article 10 of the Articles of Association. It is proposed to remove the reference to the market value limit in connection with the minimum shareholding requirement for placing items on the AGM agenda. Although it endorses the statement of Heineken that Dutch company law no longer contains a market value limit, ECGS notes that minority shareholders will have less possibility to place items on the AGM agenda due to the higher threshold. Furthermore, given the specific shareholder structure of Heineken N.V., with a dominating position of major shareholder Heineken Holding N.V., ECGS is NOT in favour of this proposal. As retaining a market value in the Articles of Association would not imply a breach of Dutch company law, ECGS recommends to vote OPPOSE.

Underlying
Heineken NV

Heineken is an international brewer and engaged in the production and distribution of beer brands in 178 countries. Co. is committed to the marketing and consumption of its more than 250 international premium, regional, local and specialty beers and ciders. These include Heineken®, Amstel, Anchor, Biere Larue, Bintang, Birra Moretti, Cruzcampo, Desperados, Dos Equis, Foster's, Newcastle Brown Ale, Ochota, Primus, Sagres, Sol, Star, Strongbow, Tecate, Tiger and Zywiec. In addition, Co. is the cider maker with brands such as Strongbow® and Bulmer's®. Some of its wholesalers also distribute wine, spirits and soft drinks.

Provider
Proxinvest
Proxinvest

Founded in 1995, Proxinvest is an independent proxy firm supporting the engagement and proxy analysis processes of investors. Proxinvest mission is to analyse corporate governance practices and resolutions proposed at general meetings of listed firms.

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Expert Corporate Governance Service (ECGS)

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