Etude de l'AG du 20/04/2017
Under agenda item 3, the Company proposes to replace the Organic EBIT BEIA (Before Exceptional Items and Amortisation of acquisition-related intangible assets) Growth performance measure by Organic Operating Profit BEIA Growth performance measure in the Long-term variable award plan as of 2017. We do not see the added benefit of changing a performance measure, in a Remuneration Policy we generally have concerns about (see our comments in section 4.2 of this report). Hence, we recommend shareholders OPPOSE.
Under agenda item 6a, it is porposed to re-appoint Mr. M. Das as member (and delegated member) of the Supervisory Board. We consdier Mr. Das to be nonindependent. Furthermore, Mr. Das is Chairman of the Remuneration Committee. We have concerns over the remuneration at Heineken (see section 4 and agenda item
3).The independence rate of the Supervisory Board of Heineken is low compared to Dutch market standards and does not comply with the stipulations of the Dutch Corporate Governance Code (maximum of 1 non-independent Supervisory Board member). Given the low independence rate of the Board and our concerns over the remuneration at Heineken, we recommend to OPPOSE.
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