Компаний засаглал-Мэдээллийн ил тод байдал

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Компаний засаглалийн хичээл дээр хийж байсан зүйлээ орууллаа. Хэрэгтэй хүмүүстэй хэрэг болох байх. IFE MBA program Natsagdorj.J

Text of Компаний засаглал-Мэдээллийн ил тод байдал

  • 1. IFE, MBA-W1160 .

2. : - , 3. . . , , 4. : . 5. - , - . 6. ANNUAL REPORT 2012of HEINEKEN INTERNATIONAL 7. Company profileStock name:HEIA:NAEstablished in 1864available in 178countriesStock price:51.1100 EUR/2012.12.31/ 8. OwnershipStructure 9. Ownership StructureThe share holding in Heineken N.V. is as follows: Heineken Holding N.V. owns 50.005%, retaining the Familyinvolvement and vision. FEMSA, through its affiliate CB Equity, owns 12.532%. The remaining 37.463% is owned by public shareholders.The share holding in Heineken Holding N.V. is as follows: LArche Green N.V. has a 51.083 % share-holding. LArcheGreen N.V. is owned 88.67 % by the Heineken Family and11.33 % by the Hoyer family. FEMSA holds a 14.94 % shareholding in Heineken HoldingN.V. In combination with its Heineken N.V. shareholdings thisrepresents a 20 % economic interest in the HEINEKENGroup. The remaining 33.982 % of Heineken Holding N.V. is ownedby public shareholders. 10. Goy chart oruulah - , 11. Dutch Corporate GovernanceCode On 10 December 2008 the current Dutch CorporateGovernance Code (the Code) was introduced. TheCode can be downloaded atwww.commissiecorporategovernance.nl. Heineken N.V. has prepared a Comply or Explain reporton the basis of the Code. The Comply or Explain reportis available at www.theHEINEKENcompany.com.2010 4 22 - - . 12. Heineken-Corporate GovernanceCode II.2.8: , III.2.1, III.2.2 a, c and e, III.2.3 and III.5.1: III.3.5: - III.4.1 (g): III.5.11: III.6.6: - Other best practice provisions, which are not applied, relate to the fact that these principlesand/or best practice provisions are not applicable to Heineken N.V.: II.2.4, II.2.6 and II.2.7: HEINEKEN does not grant options on shares; III.8: HEINEKEN does not have a one-tier management structure; IV.1.2: HEINEKEN has no financing preference shares; IV.2: HEINEKEN has no depositary receipts of shares, nor a trust office; IV.3.11: HEINEKEN has no anti-takeover measures; IV.4: The principle and best practice provisions relate to shareholders; V.3.3: HEINEKEN has an internal audit function. 13. 14. , 15. : 2012 4 19 . 10% . 16. - , 17. - , 2012 12 . 91% .- :1. Van Lede2. Hooft Graafland FernndezCarbajal3. Das4. de Carvalho5. De Jong6. Fentener van Vlissingen7. Minnick8. Navarre9. Astaburuaga Sanjins10. Wijers 18. - , Preparatory Met 13 timesCommittee Met four timeAudit CommitteeSelection & Met twice 2012AppointmentCommitteeAmericas Met twice in 2012CommitteeRemuneration Met six times 2012Committee 19. - , Independence The Supervisory Board endorses the principle thatthe composition of the Supervisory Board shall besuch that its members are able to act critically andindependently of one another and of the ExecutiveBoard and any particular interests. In a strictlyformal sense, Messrs. Astaburagua Sanjins, deCarvalho, Das, Fernndez Carbajal and De Jongdo not meet the applicable criteria forindependence as set out in the Dutch CorporateGovernance Code dated 10 December 2008. However, the Supervisory Board has ascertainedthat Messrs. Astaburagua Sanjins, de Carvalho,Das, Fernndez Carbajal and De Jong in fact actcritically and 20. 21. 22. HEINEKEN is focusedon five businesspriorities. Each onehelps us to achieve ourgoal of winning in allmarkets with Heinekenand with a full brandportfolio in marketswhere we choose. 23. The Executive Board has overallresponsibility for HEINEKENs RiskManagement and Control Systems. A Risk Committee, chaired by HEINEKENsCFO, supports the Executive Board withtheir responsibility for risk management.The risk committee met three times in2012. 24. Risk category Non-Compliance Alcohol Quality and integrity of our products Safety, Health and Environment (SHE) Management Capabilities Availability and volatility in prices of raw materials,commodities, energy and water Industry consolidation Marketing and Brand Management Disruptions in the supply chain Economic environment Information security Business improvement and transformation 25. Remuneration Committee 26. Remuneration principles The Executive Boardsremuneration policy is designedto meet four key principles:Support the business strategyPay for performancePay competitivelyPay fairly 27. Labour market peer group A new global labour market peer group wasadopted by the Annual General Meeting ofShareholders in 2011. The median targetremuneration of this peer group is a referencepoint for the target remuneration of the CEO andCFO. The peer group consisted of the followingcompanies: Anheuser-Busch InBev (BE)Carlsberg (DK), Coca-Cola (US), Colgate-Palmolive (US)Danone (FR), Diageo (UK), Henkel (DE 28. Summary overview of remunerationelements Base salary Short-term variable pay Long-term variable award Pensions 29. Example- The table below providesan overview of outstanding LTVawards 30. Extra ordinary share awards for theCEO and CFO The acquisition of Asia Pacific Breweries Limited this year signifieda landmark achievement; it complemented a process of significantlygrowing HEINEKENs footprint in all regions of the world, noneexcluded, thus consolidating a very solid position in its homemarkets while simultaneously becoming an even stronger playerwith high exposure in growth markets. To recognise the excellent achievements of the CEO and CFO inthe successful acquisition of Asia Pacific Breweries Limited, theSupervisory Board has decided to reward the CEO and CFO withan extraordinary share award to the value of their 2012 base salaryplus short-term variable pay opportunity at target level, amountingto EUR2.52 million for the CEO (gross) and EUR1.3 million forthe CFO (gross). 31. Retention share award to theCEO To foster the intended re-appointment of the CEO and toensure the CEO is retained for HEINEKEN for a numberof years ahead, the Supervisory Board has decided togrant a retention share award to the CEO. This retentionshare award will be granted immediately after the closeof the 2013 Annual General Meeting, subject to itsapproval, to the value of EUR1.5 million (gross),against the closing share price of that day. After twoyears the share award will vest and will be convertedinto Heineken N.V. shares, provided the CEO is still inservice at that time. After vesting, a three year holdingrestriction will apply to these shares also in case ofresignation during that period. 32. - Remuneration The General Meeting of Shareholdersdetermines the remuneration of the membersof the Supervisory Board. In 2011 the AnnualGeneral Meeting of Shareholders resolved toadjust the remuneration of the SupervisoryBoard effective 1 January 2011. The detailedamounts are stated in the Notes to thefinancial statements. 33. Audit Committee 34. Audit committee Composition: Messrs. De Jong (Chairman), Astaburuaga Sanjins,Navarre and Wijers. The Audit Committee met four times. The members collectivelyhave the experience and financial expertise to supervise thefinancial statements and the risk profile of Heineken N.V. The CFO attended all meetings, as well as the external auditor andthe Executive Director Global Audit. The CEO and the Chief Control& Accounting Officer attended three out of four meetings. Othermembers of the Executive Committee and other Executive Directorsattended as required. The Executive Director Global Audit has direct access tothe Audit Committee, primarily through its chairman.During the year, the Audit Committee met in a privatemeeting once with the external auditors and once withthe Executive Director Global Audit withoutmanagement. 35. 36. Member ofExecutiveBoard/women/ In line with the Dutch Act onManagement and Supervision (Wetbestuur en toezicht), the profile ofthe Supervisory Board states thatthe Supervisory Board shall pursuethat at least 30 per cent of the seatsshall be held by men and at least 30per cent by women. Currently 20per cent of the Supervisory Boardmembers are female. 37. Composition Best practice provision II.1.1 of the Dutch Corporate Governance Code of 10 December2008 recommends that an Executive Board member is appointed for a period of fouryears and that a member may be reappointed for a term of not more than four years ata time. In compliance with this best practice provision, the Supervisory Board hasdrawn up a rotation schedule in order to avoid, as far as possible, a situation in whichExecutive Board members retire at the same time. Mr. van Boxmeer was appointed in 2001 for an indefinite term and will be re-appointedfor a period of four years as at 25 April 2013. A non-binding nomination will besubmitted to the Annual General Meeting of Shareholders in this respect. Mr. Hooft Graafland was initially appointed for an indefinite term in 2002 and he was re-appointedin 2011 for a period of four years. Pursuant to the Act on Management and Supervision, the Supervisory Board shallpursue that on the Executive Board at least 30% of the seats shall be held by men andat least 30 per cent by women. Currently, there are no female members on the Executive Board. With reference thereto, a global Diversity and Inclusion initiative targets to fillHEINEKENs talent pipeline with diversity through a variety of activities in order toensure and monitor equal opportunities in recruitment, career development, promotion,training and reward for all employees. Furthermore, HEINEKEN promotes the placement of women in non-executive directorand supervisory board positions through initiatives driven by the European Round Tableand Professional Boards Forum. 38. EXECUTIVECOMMITTEE The two members of the Executive Board,the five Regional Presid