HEINEKEN N.V.
NYSE Euronext Amsterdam: HEIA Meeting Date: 4/24/2014
Heineken’s supervisory board will come under fire at this year’s annual meeting after a series of poor compensation-related decisions. First, the board will face renewed criticism from shareholders over its decision to grant extraordinary transaction bonuses and retention bonuses to executives in the past year. While the bonuses were technically approved by shareholders at last year’s annual meeting, taking into account the controlling and second largest shareholders’ interest, it is likely that most minority shareholders opposed the non-performance-linked bonuses. Adding fuel to the fire, the board then decided to retest performance conditions under two outstanding performance share plans, bringing the estimated value of awards under those plans from 0 to almost €2 million. Corporate governance association Eumedion, which represents Dutch institutional investors, has issued an alert to shareholders asking them to pay extra attention to the ratification of board acts following unproductive engagement with Heineken’s board. The board did not seek shareholder approval for the retesting, which is firmly against best practice in the Netherlands, and explains its decision as a result of the economic downturn in 2013. Worse, the board did not provide any explanation of the actual targets or how they were adjusted. The board might expect some questions from shareholders at the general meeting about just how bad, exactly, global beer sales were in 2013.
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