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Heineken N.V.
Annual Report 2022 2
In this year’s report
What are your top reflections as CEO of We’re making good progress with the decarbonisation of One of these ambitions is to deliver balanced superior
Delivering our HEINEKEN over 2022? our breweries, and we have made this part of our incentive growth, both in terms of volume- and value-driven revenue
compensation design. We further accelerated the expansion, positioning us among the fastest growing global
Firstly, I want to thank our people for their commitment, deployment of our business-to-business digital platforms beverage companies. To achieve this, we’re leveraging our
EverGreen care and courage this year. 2022 saw a number of serious
challenges: the war in Ukraine, energy crisis, supply
disruption and high inflation – all in the wake of a
and the digitalisation of our route-to-consumer. We made
significant progress in the delivery of our productivity
leading premium brands, developing winning consumer
propositions in fast-growing segments and continuously
strategy
programme, targeting €2 billion savings by 2023, which shaping our geographic and portfolio footprint, whilst
pandemic. Despite these challenges, we’re mobilising the gave us the confidence to declare our new ambition to weaving sustainability and responsibility into each area of
organisation and deploying EverGreen at scale as we deliver ongoing productivity gains of €400 million year on our business. We’re focused on pioneering growth in low-
pursue our dream to shape the future of beer and beyond. year. We continued to invest in our brands and capabilities. and no-alcohol and exploring beyond beer. We’ve led the
The Heineken® brand saw continued strong growth, way in premiumisation for many years. All of this ladders up
The progress on these and many other initiatives make us
to our dream of shaping the future of beer and beyond.
We’re mobilising the organisation bolstered by the remarkable performance of its line confident that our EverGreen strategy is on course to
and deploying EverGreen at scale extensions. We’re leading the way in premiumisation with deliver long-term, sustainable value creation. In 2021, we announced our intention to acquire control of
our portfolio of strong international and local brands. We Distell and Namibia Breweries. The transaction is still subject
as we pursue our dream to shape further developed our digital route-to-consumer, reduced How is the EverGreen to approval of the Competition Tribunal of South Africa. We
the future of beer and beyond.” our carbon emissions and average water usage, transformation progressing? remain very excited with the opportunity to bring together
strengthened our global footprint and invested in our talent strong businesses to create a regional beverage champion
Dolf van den Brink EverGreen is our strategy to future-proof HEINEKEN and
and capability building. Our cost programme delivered for Southern Africa, and we are committed to being a
Chairman of the Executive Board and CEO ensure the company thrives for the next 158 years. We’re
significant savings this year, keeping us on track to reach strong partner for growth and to make a positive impact in
building momentum across each of our five strategic
our target of €2 billion in savings by the end of 2023. the communities in which we operate. We continue to
pillars: boosting consumer- and customer-centricity by
There’s nothing more important than the health and focusing on premiumisation and innovation; boosting expect the transaction to close in Q2 2023.
safety of our people, who have shown immense resilience productivity and embedding a continuous cost culture;
and agility. The HEINEKEN Executive Team and I are boosting decarbonisation to decarbonise our production
proud of how our colleagues took care of each other, our network globally; boosting digitisation of all our processes
suppliers and customers and continued to make progress to become the best-connected brewer; and boosting our
on EverGreen this year. talent and capabilities to ensure we have highly motivated
and capable people, the right culture and strong
Key highlights of 2022’s business organisational health. Overall, we’re leveraging the power
performance? of our companies and colleagues in over 70 countries to
We’re pleased to have delivered a strong set of results in deliver on EverGreen.
2022 despite a continuously challenging and volatile What is HEINEKEN’s approach to long-
environment, growing ahead of the beer category in the
majority of our markets. Our premium portfolio continued
term value creation? How have recent
to outperform, led by the excellent momentum of acquisitions played a role?
Heineken®, and the exciting new line extension of our We measure progress on long-term value creation through
iconic brand, Heineken® Silver, which was rolled out into our Green Diamond model. Its four quadrants – growth,
25 additional markets. Our innovations in premium, low- capital efficiency, sustainability & responsibility, and
and no-alcohol and beyond beer categories were well profitability – guide us as we work towards our long-term
received by consumers and are scaling fast, expanding our ambitions. Our aim is to strike a balance between short-term
leadership positions in non-alcoholic and in beyond beer. delivery and long-term sustainability, between top-line
growth and overall stakeholder value creation.
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Annual Report 2022 4
Chief Executive’s Q&A
Your Dream is “To shape the future As customer and consumer trends We’re making good progress on our targets for gender We continue to be shocked and saddened by what is
of beer and beyond to win the hearts continue to further shift towards diversity and have grown from 19% women in our senior happening in Ukraine. In March 2022 we made the
leadership in 2017 to 27% in 2022. We also want our decision to leave Russia. We were the first global brewer to
of consumers” – how does innovation digitisation, how is HEINEKEN stepping consumers to always have a choice when reaching for do so. We no longer sell the Heineken® brand in Russia. To
play a role? up its digital transformation? one of our products. By the end of 2023, we’ll provide a minimise the risk of our company being nationalised and to
After a long history as successful brand builders, we’re To keep pace with accelerating trends, we’re boosting no-alcohol option for at least two strategic brands in most ensure the ongoing safety and well-being of our employees,
further stepping up on both consumer- and customer- digitisation on the path to becoming the best-connected of our operating companies, which combined account for we concluded that it is essential that we continue with the
centricity. We’re revitalising and renewing core beer while brewer. Shaping the future is also about digitising our route- 90% of our business by volume. reduced operations during this transition period while we
continuously innovating and exploring beyond beer. Our to-consumer to unlock more value for our customers as well seek to transfer our business to a new owner in full
approach to innovation can be encapsulated in ‘3x as overall productivity gains. We have significantly stepped How does HEINEKEN prioritise diversity, compliance with international and local laws. We make
Superiority’: superior consumer insight, superior product up our capabilities in eCommerce and data and analytics, equity and inclusion amongst its people? progress to transfer the ownership of our business in Russia
and superior brand. capturing and organising our data in a more effective way At HEINEKEN, people are at the heart of our business. whilst dealing with frequently changing regulations. We will
that enables us to hone insights to the benefit of both our Through unlocking the full potential of our people and not profit from any sale or transfer of ownership. We aim to
Building on the health and well-being trend amongst our customers and HEINEKEN’s sales organisation. reach an agreement in the first half of 2023.
organisation, we’re on a journey to create a workplace and
consumers, we’re expanding our lower-calorie, lower-alcohol
Our eBusiness-to-business digital (eB2B) platforms aim to culture that attracts, develops and retains talent. Diversity, What is the outlook for HEINEKEN?
and non-alcoholic beer offerings. The latest exciting
create a superior customer experience to drive demand. equity and inclusion is a key priority, and we make every
extension of our iconic brand, Heineken® Silver, offers In 2022, we accelerated the deployment of our EverGreen
We continue to deploy them at speed, and in February effort to create an inclusive environment for people to
consumers a smooth and extra-refreshing beer. HEINEKEN strategy to future-proof our business. The continuously
2023 we announced that we will start migrating them work in, a culture of belonging where everybody can be
has truly pioneered 0.0 beer. In 2022 our innovation challenging external environment has highlighted
under a single banner: eazle, business made easier. The themselves when they come to work.
pipeline extended 0.0 options within our portfolio of global opportunities to boost our capabilities, balancing short-term
transition will enable better features at scale resulting in
and local brands, including: Desperados Virgin Mojito 0.0%, We’ve set ourselves an ambition of reaching 40% of delivery with long-term investments whilst sustaining value
improved customer experience with increased efficiency,
Lagunitas Hoppy Refresher sparkling water, Cruzcampo women in senior manager positions by 2030 and we are creation. We are encouraged by the strong performance of
helping them to grow their business.
Gran Reserva 0.0 and Zlaty Bazant Fresh Apple Radler 0.0%. making strong progress reaching 27% at the year-end. As our business, with volume fully recovered compared to
In Mexico, we are currently introducing Tecate 0.0, a non- How is the Brew a Better World 2030 part of this ambition, we recently launched the Women 2019, and how EverGreen is taking shape. We are
alcoholic variant to our second-largest brand globally by Interactive Network, where we invite 100 women per year
strategy progressing? Are you reaching confident we are on course to deliver superior and balanced
volume, aiming to counter the stigma that beer cannot be at mid-level career to stretch their leadership skills and growth to drive sustainable long-term value creation.
enjoyed during mid-day meal occasions. your ambitions? prepare them to take on increasing levels of responsibility.
With Brew a Better World, HEINEKEN is on the path to Our outlook for 2023 remains unchanged, as was shared
We’re staying relevant with younger legal drinking age What has been your approach to leading on 30 November 2022 ahead of our Capital Markets
zero impact on the environment, an inclusive fair and
consumers with brands that embody authenticity, diversity
and a strong desire for connection, such as Birra Moretti
equitable world, and moderation and no harmful use. a global company through volatile times? Event to reconfirm our guidance. We expect operating
After stepping up our ambitions, we’re building profit (beia) to grow organically mid- to high-single-digit,
across Europe, Tiger in Asia Pacific, Messina in Italy and El operational momentum towards our goals. To me, the key is balance. The risk is that all the energy in subject to any significant unforeseen macroeconomic and
Águila in Spain. 2022 has been a year of experimentation, an organisation goes into managing crises, losing sight of geopolitical developments. This outlook is based on
one example being the extension of the beer brand Dos In 2022, we reduced our scope 1 and 2 emissions by 18% the bigger picture. EverGreen as our North Star is about continued progress on EverGreen, a challenging global
Equis in the US into Ranch Water and Lime & Salt. (against our 2018 baseline), meaning we are on track for building on our strength, addressing vulnerabilities and economic environment and lower consumer confidence in
Recognising the continued growth in the energy drinks our 2030 goal. We achieved this while integrating a large adapting to seize opportunities as we see them emerge. certain markets. We expect further progress towards
category, we launched ZAGG Energy Malt in Nigeria. business in India into the scope of our reporting. We’re
The world around us is changing rapidly. We’re shifting to building great brands, our digital route to consumer,
driving progress in scope 3 by engaging our agriculture,
packaging and cooling partners globally to set science-based a more volatile and challenging era with increased strategic capabilities and our Brew a Better World activities
targets and unlock low-carbon solutions. We’re recognised as geopolitical and social tensions, disrupted markets and with commensurate investments.
‘A Listed Company’ by CDP for tackling Climate Change. climate change becoming reality. We also see technology Wishing you all the joy of true togetherness in 2023!
advances, the potential of AI and a fight for talent. The
Our 2030 ambition is to reduce water usage to pandemic and successive macroeconomic challenges
2.6 hectolitre per hectolitre (hl/hl) in water-stressed areas make it all the more important that we future-proof
and 2.9 hl/hl worldwide. In 2022, we reached 3.0 hl/hl and the company.
3.3 hl/hl, respectively. Our multi-year water balancing
programmes and collaboration with stakeholders in the
same watershed are delivering positive outcomes.
Introduction
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Heineken N.V.
Annual Report 2022 5
Performance highlights
In millions of € 2022 2021 Change in % Average number of employees (FTE) 86,390 82,257 5.0 %
Total assets 52,406 48,850 7.3 %
Shareholders' equity 19,551 17,356 12.6 % Ratios
Net debt position 13,531 13,658 (0.9)% 2022 2021 Change
Market capitalisation 50,621 56,940 (11.1)% Operating profit (beia) as a % of net revenue (beia) 15.7 % 15.6% 10 bps
Net profit as % of average equity attributable to equity 14.5 % 21.6 % (7.1)
holders of the Company
Net debt/EBITDA (beia) 2.1 2.6 (0.5)
Dividend % payout 35.1 % 35.0% 0.1
Cash conversion ratio 75.3 % 110.0% (34.7)
1 (beia) is before exceptional items and amortisation of acquisition-related intangible assets. Please refer to the Glossary section for an explanation of non-GAAP
measures and other terms used throughout this report.
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Annual Report 2022 7
Executive Team
Setting direction
and driving progress
The Executive Team consists of the two members of
the Executive Board, the four regional Presidents
and five Chief Officers. Its members are accountable
for the global agendas of their functions, working
closely with our operating companies.
Courage
to dream and pioneer
Care
for people and planet
Enjoyment
of life
Our Dream:
To shape the
future of beer
and beyond to
win the hearts
of consumers
Beer has been bringing people together for thousands of
years. Since 1864, HEINEKEN has been doing its part to put
a smile on consumers’ faces while continuously renewing
and adapting.
We are entering an incredible next era of innovation and
expansion in the beer industry. Our best days are ahead of us
as we continue to deliver superior and balanced growth with
beer and beyond. New flavours, styles and trends are helping
us reimagine and revitalise beer, bringing the joy of true
togetherness to consumers across the world.
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Annual Report 2022 10
Our business priorities
EverGreen
for a future-
proof business
EverGreen represents our multi-year strategy, allowing
us to adapt to a fast-changing world and grow stronger.
This strategy leverages our existing strengths alongside
new opportunities to chart the next chapter of our growth.
Putting customers and consumers firmly at the core, we
aim to continually enhance and expand our portfolio and Shape the future of beer and beyond
footprint. We are making great strides in our end-to-end Find out more
Page 11
digital transformation to benefit our route-to-consumer
and drive cost efficiencies as we aim to become the best-
connected brewer. We are stepping up our focus to deliver Fund the growth, fuel the profit
continuous productivity improvements and raising the bar Find out more
Page 16
of our environmental and social sustainability ambitions.
EverGreen is a journey of both continuity and change, Raise the bar on sustainability and responsibility
building on what has made us great and what is needed Find out more
next. True to our ambitions, it meets short-term challenges Page 18
and will ensure the long-term sustainability of our business
to create lasting value for our stakeholders. Become the best-connected brewer
Find out more
Page 22
Amstel – Further spreading the spirit Lagunitas – Leading the IPA segment
of Amsterdam Born in Northern California in 1993 on a kitchen stove,
Amstel, the second-largest international beer in our Lagunitas has since been made available in more than
portfolio, is available in over 110 markets across the world 30 markets. In 2022, Lagunitas continued to grow
and has seen exceptional volume growth in 2022. A record internationally. Brazil, France, Italy and the Netherlands
year for the brand, the 24% volume growth was driven by grew double-digits and continue to scale up the iconic
double-digit growth in more than 15 markets. Key markets Lagunitas IPA. In the US, the local team successfully
Brazil, South Africa, Mexico, Spain and the Netherlands launched the new range Disorderly Tea House, a 5% ABV
delivered above their ambitious plans, and in China and hard tea brewed with real guayusa tea leaves, accelerating
India the brand is growing volume and equity steadily. In the brand’s expansion beyond IPA and beer.
South America, Amstel successfully extended its sponsorship
agreement with CONMEBOL for the Libertadores and
Sudamericana football platforms until 2026. In line with our
global commitment to inclusion and diversity, Amstel is now
also a proud sponsor of the Copa Libertadores Feminina for
the next four years. Additionally, we have partnered again
with Big Brother Brazil.
Tapping into consumer trends in health and wellness,
Birra Moretti – Villa Moretti
International Brands Amstel Ultra continues to grow rapidly in Latin and South
America, supported by our global ambassador Rafa Nadal
Birra Moretti is all about sharing the authentic taste of
Italy. The brand continues to accelerate across key smashing historic records in tennis. Amstel 0.0% continues
The Year of the Tiger to grow steadily, driven by a successfully launched new
markets in Europe, with outstanding growth in volume and
2022 was the year of the tiger in the lunar calendar, and the value share in the Netherlands, Serbia, Romania, recipe in the Netherlands. Together with the Amstel Malt
Tiger brand was the #1 international premium beer in Asia. Switzerland and Ireland. In the UK, Birra Moretti more variants in the Africa, Middle East & Eastern Europe region
Tiger celebrated with a large global campaign, launching than doubled in volume and became the market leader of in particular, Amstel remains the second-largest contributor
‘The Year of the Tiger’ across seven Asian markets. The the premium segment in value. Birra Moretti continues to to our non-alcoholic portfolio.
campaign celebrated those who uncaged their inner tiger inspire people around the world to ‘Enjoy Life’s Simple
and dreamed big for the year ahead. It featured a number Pleasures’ and live the Italian way through a number of
of firsts for the brand, including the launch of 6,688 Tiger key initiatives. It successfully launched Villa Moretti in
NFTs in Malaysia. These sold out within 10 minutes, raising Tuscany, a full experiential event for consumers,
over €850,000, 30% of which was allocated by Tiger to influencers and customers to share in the Italian lifestyle
support up and coming artists and musicians to follow their with Birra Moretti, from pasta making to viewing Italy
passions. The year of the tiger was the brand’s biggest year from the air in the Birra Moretti hot air balloon.
on record, surpassing 2019 performance as it exceeded
15 million hectolitres for the first time. Tiger continued its
strong growth outside of Asia, becoming the fastest
growing lager in Nigeria, and in the Americas continued its
strong growth in Brazil, led by on-trade hitting key targets as
part of the brand’s growth strategy.
Tiger Crystal continued its strong growth across Asia, led by
Vietnam and the Tiger Crystal global campaign ‘Brewed for
Fire’ with the introduction of the new activation platform
Tiger Crystal Rave.
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Annual Report 2022 14
Shape the future of beer and beyond
Earlier this year, the brand invited a group of 14 famous Desperados – Go Desperados
influencers from its different markets to embark on a A strong example of our forward movement in
snowy alpine experience at Chalet Edelweiss. Social media premiumisation is our spirited beer brand Desperados,
celebrities were filmed throughout the trip, resulting in a which continued its momentum and grew in the mid-
new campaign that captures the spirit of freedom and single-digits. This was driven by its core markets in Europe,
playfulness that has become synonymous with the particularly France, and successful expansion in Africa with
Edelweiss brand. accelerated growth coming from the launch in Nigeria.
Desperados Virgin 0.0% expanded into Germany in
addition to France, the Netherlands, Poland and Belgium.
The brand continued to embrace its spirit of wild
experimentation with its Go Desperados creative platform,
designed to capture the essence of Desperados by inviting
people to try new things and pour some unusual in their
lives. This was further reinforced by a new product-focused
campaign co-created with emerging and established
artists from Africa and Europe. Desperados also expanded
its dance-powered app, Rave to Save, to make parties
more unusual with unexpected rewards as well as through
raising money for causes that make the dance scene more
inclusive and diverse. To date, the app has realised over
15 million dance steps.
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Annual Report 2022 15
Shape the future of beer and beyond
New cost capabilities in action We continued to invest in our business and in addition, we
reversed the significant cost mitigation actions undertaken
During 2022, we made significant progress in the delivery in 2021 to partially offset the financial impact of COVID-
of our productivity programme, targeting €2 billion of related restrictions. Last year these represented a reduction
structural gross savings by 2023, relative to our cost base of expenses (beia) of circa €0.5 billion for the full year
of 2019. relative to 2019.
Around two-thirds of our productivity savings in this Our teams are advancing thousands of initiatives across all
programme will come from our supply chain, where we our operating companies and the head office. We are also
have been building new cost capabilities whilst addressing accelerating large-scale transformation programmes, such
structural inefficiencies. as the transition to a network model for our supply chain
For example, in Europe, we are building on the strength of in Europe.
our local production footprint with new networked hubs to We are improving our performance on cost and
create centres of functional excellence, including in our embedding cost management in the capabilities of
Sales and Operational Planning. This is enabling improved the organisation.
service delivery to multiple customers across multiple
markets, whilst also driving cost efficiencies at scale. Our continued progress and these achievements gave us
the confidence to declare our new ambition to deliver
Our networked approach also supports how we share ongoing productivity gains of €400 million year on year.
information and implement best practices across
functions and geographies, to embed the cost-conscious
culture in our DNA.
Our commercial productivity programmes are designed to
optimise the efficiency of sales and marketing investments
on a more focused portfolio of brands that are driving our
growth agenda, at scale – including Heineken® Silver, which
has been launched in 25 new markets in 2022.
We are also making significant steps in FTE productivity,
consistently in the right direction, whilst investing in the
talent and future capabilities we need to deliver our
strategic objectives. The share of employees in our head
office working on Digital & Technology has increased by
around 50% since 2020, supporting our ambition to
become the best-connected brewer.
Brew a Better
World 2030
In 2021, we stepped up our ambition in sustainability and
responsibility when we announced our Brew a Better World
2030 strategy. Our approach has three pillars which guide us
on the path to zero impact on the environment, an inclusive
fair and equitable world, and moderation and no harmful use.
Now, it is time to build execution and operational momentum
towards our goals. Our operating companies have been working to
implement the new strategy and bring the ambitions to life through
local initiatives. At the same time, we are embedding the strategy
across our global business, in every decision we make and action
we take.
While we still have much to do, we are making good progress and
can see the forward momentum achieving results. We are
supporting delivery through sustainability-linked long-term
incentives for all our leaders and fully integrated performance
management across all operations globally.
Investing in renewables
Environmental Brewing is an energy-intensive activity, but we are making
progress globally to shift to renewable sources in our
Mobilising our global organisation production sites. This protects us from rising energy prices
on the path to net zero impact and supports the journey to net zero. Two-thirds of our
energy needs are thermal and the remaining one-third is
HEINEKEN’s Brew a Better World ambition is to operate
electricity. We are joining forces with other companies to
across a net zero value chain by 2040. This is 10 years
source renewable energy through Power Purchase
ahead of the Paris Climate Agreement deadline.
Agreements and we rely on innovation to drive progress
To drive progress, our interim target is a 30% absolute and reduce the need for fossil fuels. Examples of projects on
reduction in emissions across the value chain by 2030. the ground include:
Our first mission is to deliver net zero emissions across our – In Cambodia, we opened the country’s first bioenergy
operations (scope 1 and 2) by 2030 and to engage plant which uses rice husks, an agricultural by-product,
stakeholders across our value chain to reduce scope 3 to supply 100% of the brewery’s thermal energy needs.
emissions by 21% by 2030.
– In Spain, we are constructing our first-ever thermal solar
In 2022, we reduced our scope 1 and 2 emissions by 18% site, an innovative project that uses the sun’s heat to
vs. 2018 baseline meaning we are on track for our 2030 generate renewable thermal energy and is expected to
goal. We are driving progress in scope 3 by engaging our reduce the brewery’s carbon footprint by 60%. Improving water usage and leading on – We established three new wastewater plants in Haiti,
top packaging, cooling and raw material partners globally water stewardship Serbia and Nigeria, which brings us closer to the 2023
to set science-based targets and unlock low-carbon – In South Africa, a new solar plant will reduce the
brewery’s carbon impact by around 30%. Our 2030 water strategy – Towards Healthy Watersheds – goal to treat 100% of our wastewater.
solutions. We also achieved an “A” score for Climate from
the Carbon Disclosure Project (CDP) in 2022. looks beyond traditional water usage to prioritise the health – In Vietnam, we partnered with the WWF to replant
Facilitating access to renewable energy of local watersheds, especially in water-stressed areas. As forests which help regulate basin water supplies, putting
We are also working to facilitate access to renewable well as actively improving our average water usage and us on track to be fully water-balanced there by 2025.
energy for key stakeholders in our value chain. managing wastewater in our operations, we also look We proudly support the COP27 Business Declaration on
– In Brazil, we launched Heineken® brand’s purpose to closely at the local context to manage our impacts and Climate Resilient WASH to create systemic pathways towards
‘Green Your City’ based on three pillars: circularity, urban promote water security beyond our brewery walls. Our universal access to water, sanitation and hygiene (WASH)
reforestation and green energy. In one of the campaigns, multi-year water balancing programmes and collaboration alongside 25+ global businesses and 15 expert organisations.
we facilitated access to renewable energy for consumers with stakeholders in the same watershed are delivering
and customers. A TV ad reached 30 million households, positive outcomes on the ground. Making progress on circularity by focusing on
which raised awareness to the topic and achieved reusability and recyclability
We set a target to reduce our water usage to 2.6 hl/hl beer
significant results: more than 135,000 customers and When it comes to circularity, more than 75% of our
by 2030 in water-stressed areas and 2.9 hl/hl for all sites.
consumers registered and a total of 10,000 contracts production sites are now landfill-free, meaning 99% of our
We have improved average water usage from
were signed to receive renewable energy. 5.0 hl/hl to 3.3 hl/hl compared to 2008 across all sites, total volume of waste globally was reused or recycled in 2022.
representing a 34% improvement. We are progressing towards our target to send zero waste to
landfill for all our production sites worldwide by 2025.
26 of our 31 sites in water-stressed areas have now started
water balancing projects and 29% of these sites are fully We have started developing a circularity strategy focused
water balanced. Projects range from innovative nature- on key areas where we can reduce our material footprint,
based solutions to infrastructure investments and improve reusability and increase recyclability. Making our
development. Other highlights include: product packaging returnable is a priority and
– Our operation in Mexico continues to be our most water approximately 38% of our packaging is now produced in a
efficient operation globally. The Meoquí brewery used returnable format. We want to build on this by supporting
less than 2 hl/hl of water to brew 1 hl/hl of beer in 2022. existing and emerging deposit return schemes and other
Up to 40% of effluent reclaimed through the water mechanisms to drive reuse at scale.
reclamation plant is used for cleaning purposes, Visit page 126 to learn more about what we have
reducing reliance on freshwater. done on sustainability and responsibility
Introduction
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Annual Report 2022 20
Raise the bar on sustainability and responsibility
We have grown from 19% women in our senior leadership
Social in 2017 to 27% in 2022 (2021: 25%). Our aim is to reach
30% by 2025 and 40% by 2030. We also aim for equal
Walking the talk on the path to an pay for equal work between female and male colleagues
inclusive, fair and equitable world and want to ensure that all employees worldwide earn at
least a fair wage by 2023.
HEINEKEN has always believed in fairness, human
connection and the joy of true togetherness. We think As part of our ambition to create a positive impact in our
inclusion starts with courageous leadership and that we all communities, we have reached our annual target of
have a role to play to champion a culture of belonging. having a social impact initiative in place in 100% of our
In 2022, we launched a new ALL-Inclusive Leadership in-scope markets. Many of these partnerships work to
e-learning which is mandatory for people managers and reduce social inequality, or focus on the restoration and
available to all employees worldwide. We aim to have all preservation of natural habitats. We also increased the
managers trained by the end of 2023. volume of locally sourced agricultural ingredients in Africa
by 26% compared to a 2020 baseline, meaning we are
Between them, our operating companies delivered more
halfway to our goal of 50% by 2025.
than 260 engagement initiatives to raise Inclusion &
Diversity (I&D) consciousness. These included listening Our safety, health and well-being strategy reflects our
and dialogue sessions and workshops on cultural diversity. company value of Care and is focused on shaping a leading Creating a diverse and inclusive workforce through We also champion diversity around the world through
safety culture. We do our utmost to ensure every colleague leadership training and career development external initiatives like the 'Cheers to All Fans' campaign and
and contractor returns home safely at the end of the day. We are levelling the playing field for women and men sponsorship of the 2022 UEFA Women’s EURO.
through global initiatives that are adapted to local As a result of our actions, HEINEKEN was included in the
contexts, including: Bloomberg Gender-Equality Index, as one of 484
– Women in Sales, which represents a large part of our companies worldwide committed to more equal and
business. To increase the number of women in senior inclusive workplaces.
management, we need to develop our full talent pool.
The Women in Sales initiative puts special focus on the Improving working conditions for
recruitment, development and career advancement of third-party workers
women in sales, identifying challenges and removing In Nigeria, we have worked with 76 outsourced service
barriers to progress. The initiative is implemented locally providers who employ 10,000 people over the last three
according to the reality of each operating company. years. Together with the service providers, we have
– In Nigeria, we created a support programme for nursing improved management systems and business process to
mothers, including daycare and supported female back- systematically improve the living standards and working
office managers in their transition to frontline roles. conditions of third-party workers. This has resulted in wage
payments that are 70% above the national minimum,
– In Brazil, roles in sales previously required a motorcycle provision of medical insurance, pension, and other benefits.
licence but only 15% of women who drive have a
motorcycle licence. We adapted our processes to In 2022, we implemented a 57% wage increase for all
include using a car which increased the number of third-party employees in the country. Our plan is to make
female hires. yearly increases of between 25-30% to achieve our fair
– In Cambodia, the number of women in middle wage ambition by the year 2025. In addition to this,
management sales positions went up from 9% to 32% we executed capability development programmes on
between 2019 and 2022. The drivers included management systems which have further strengthened
implementing an inclusive parental policy, equal their business process.
opportunity via standardised recruitment processes and
a flexible work policy. Visit page 126 to learn more about what we have
done on sustainability and responsibility
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Raise the bar on sustainability and responsibility
Become the
best-connected
brewer
HEINEKEN wants to become the best-connected, most relevant
brewer, for customers and consumers living in the digital age.
To achieve this, we are digitally transforming our business and
modernising our tech landscape at the same time.
HEINEKEN has increased investments in its digital transformation to
build a future-proof company. To become the best-connected brewer,
HEINEKEN needs to digitise its route-to-consumer, unlock the value of
data, simplify and automate our end-to-end processes, build a more
modern technology landscape (the Digital Backbone) and create a
digitally enabled organisation. We have significantly stepped up our
capabilities in eCommerce and data and analytics, while at the same
time we continue to rationalise our IT infrastructure.
Unlock the
full potential
of our people
At HEINEKEN, we stand by our purpose of ‘brewing the joy of
true togetherness to inspire a better world’, and we bring it to
life by promoting true human connections and a ‘we’ culture
amongst our people.
People are at the heart of our business. Our success depends on our
ability to respond to changing market conditions while staying true
to our company values: passion, courage, care and enjoyment –
and heritage.
In 2022 we continued to navigate unprecedented changes in the
workplace, which required us to adapt and continuously embrace
learning and growth. We are boosting our strategic capabilities, talent
attraction and development to ensure we have highly motivated and
capable people, the right culture and strong organisational health.
We continue to support the business to respond to constantly shifting
priorities – always putting our people first.
Unleash our diverse talent This year we launched a new ALL-Inclusive Leadership e-
learning, mandatory for all people managers and available
Our people are as diverse and unique as our brands. In to all employees worldwide, to embrace learning and
2022 we made progress towards our Inclusion & Diversity growth and to champion a culture of belonging. We
(I&D) strategy, with focus on three key areas: courageous continue to conduct listening and dialogue sessions in every
leadership, creation of an inclusive environment and country and function, to enable people to share their
fostering fair and equal opportunities. experience of inclusion and to inform improvement actions.
We have the ambition to improve the gender balance We had even more employees driving positive change
across our senior management population, with the goal together this year via our Employee Resource Groups,
of 30% women by 2025 and 40% by 2030. At the end of including the launch of the TogetHERness Global Network
2022, 27% of our senior managers are women. WIN of Women and Allies and new local groups of HEINEKEN
(Women Interactive Network) and Women in Sales are Open and Proud (HOP) in several countries.
two of our global initiatives to level the playing field for
women in leadership at HEINEKEN. Our brands are embracing I&D in many ways through
campaigns such as Heineken’s ‘Cheers to all fans’. Our
We are also committed to cultural diversity, aiming for at Amstel brand partnered with The Human Library
least 65% of country leadership teams to be regional organisation to ‘unjudge’ people and break stereotypes.
nationals by 2023, and 100% of our managers to be
Building a bright future Talent and leadership development trained in Inclusive Leadership by 2023. Visit page 142 to learn more about what we have
Our people and our brands are our greatest assets. In 2022 done on our social ambitions
Strengthening our winning culture we began raising the bar on talent and development to
match our brand positioning. We have shaped a new talent
For our EverGreen strategy to flourish, we need a culture strategy, grounded in new talent beliefs. We also shaped a
and behaviours that enable the long-term sustainability of new potential model that considers three fundamental
our business. elements: drive to win, inspire & engage and being curious.
We have developed a refreshed set of eight HEINEKEN These evolutions have led to fact-based talent and
behaviours that have become a common language for succession management, including action-oriented people
recruitment, personal development, leadership reviews to ensure strong pipelines.
development, performance and career conversations. We We have embarked on a journey with a renewed global
take personal accountability to live these behaviours and leadership development curriculum aligned to delivering our
expect the same of each other every day. EverGreen strategy. This year we have 80 participants in our
We recognise that everyone plays a vital role in HIMAC senior manager programme, 100 women in our
strengthening our winning culture. As such, we have Women Interactive Network (WIN) programme and 80
aligned the development of our leaders, people managers participants in our Accelerate programme. Overall in total,
and individual team players to our desired culture shifts, our people achieved more than 740,000 training hours.
serving as role models to foster the needed agility required This year we have also implemented global assessment and
to adapt to a rapidly changing world. development centres for General Management and
Marketing functions. We will carry on creating these for all
of our key functions to ensure top quality talent to support
our business with clear and aligned development areas.
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Unlock the full potential of our people
Social sustainability
Caring for our people
People and community remain at the heart of our values.
Safety, health and well-being These values have grounded us for the past 158 years and
are the foundation for our future success.
At HEINEKEN, the Safety, Health and Well-being strategy
reflects our company value of Care. We focus on shaping In 2022 we continued our global Brew a Better World
a leading Health & Safety culture fully embedded in our ambition to create a fair and safe workplace for our more
ways of working, counting on everyone’s leadership, than 85,000 colleagues, as well as third-party employees
engagement and participation. working adjacent to our business.
It has been a challenging time for all in the past year as we Leveraging our partnership with an NGO, The Fair Wage
continued to navigate the pandemic and adjust to a new Network, we continued to benchmark and adjust
normal. With health and well-being as a key priority at compensation to ensure every employee will earn a fair
HEINEKEN, we focused on supporting our employees wage, and not just the legal minimum wage.
through our HEI-Life framework. Four dimensions of well- Unfortunately, legal minimum wages are often
being were addressed: professional, emotional, social and insufficient to afford a decent standard of living,
physical. We developed strategies to support our teams in particularly in times of unprecedented cost of living
areas such as mental health and stress management as increases as we saw in 2022.
well as to enable employees to successfully thrive in In 2022 we made progress on our equal pay for equal
challenging times. work ambition, ending the year with 100% of our
We have collected our global and operating company operating companies having completed assessments and
well-being initiatives and best practices under the HEI-Life 100% with action plans to close any gaps.
framework, promoting sharing and learning throughout Beyond HEINEKEN’s direct employees, we continued our
our HEI-Life community, fostering a culture where people global initiative to ensure fair living and working standards
openly discuss and address well-being while embracing for third-party employees and brand promoters through
enjoyment of life. on-site, independent human & labour rights assessments
Our annual Climate Survey took place in September this by Elevate Ltd.
year with the purpose to better understand how our Visit page 142 to learn more about what we have
colleagues experience working for HEINEKEN. More than done on our social ambitions
79,000 employees from 81 operating companies shared
feedback – a 92% response rate (91% in 2021).
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Regional review
A balanced
geographic
footprint Africa, Middle East
& Eastern Europe
Consolidated beer volume
Americas
Consolidated beer volume
39.2mhl 88.5mhl
Page 30 Page 31
48.0mhl 81.2mhl
Page 32 Page 33
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Africa, Middle East & Eastern Europe
We saw continued strong growth in 2022 across the region Amstel, the second largest brand in the region, also Operating in Africa brings many challenges for HEINEKEN.
Key brands:
Heineken®
Amstel
Primus
Desperados
Mutzig
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Americas
The Americas represents the largest profit pool for Global In Brazil, beer volume grew high-single-digit fuelled by the We continue to accelerate our digital transformation with
Key brands:
Heineken®
Heineken® 0.0
Dos Equis
Tecate
Amstel ULTRA
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Asia Pacific
A strong market recovery from the impact of COVID-19 On the digital front, the region is a trailblazer in the digital Our success is achieved through intentional partnerships
Key brands:
Heineken® Silver
Kingfisher
Bia Viet
Tiger Crystal
Bintang
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Europe
We continued to drive towards our regional ambition in In Q2 of 2022, we reached a milestone in our Our focus on Brew a Better World was visible across the
in Europe supply chain and digitise our sales footprint across the region.
Despite increased inflationary pressure and challenging
recovery in the on-trade, this sharp focus helped our teams
brand ‘for real’ in April. We also continued to push our
portfolio beyond beer. Our non-alcoholic offerings
continued to grow driven by the success of Heineken® 0.0.
HEINEKEN UK partnership with ITV to serve Heineken®
0.0 draught in two of the most iconic pubs on British TV.
We opened a new wastewater treatment plant at our
deliver a 4.6% increase in beer volume and a 19.2%
Cider continued growth in the UK, Ireland, Spain and brewery in Serbia as part of our aim to support the health of
increase in net revenue (beia) compared to last year. In
In a continuously challenging and addition, our operating companies overcame high input
Portugal, led by the launch of Strongbow Ultra Dark Fruit local watersheds by treating 100% of our wastewater.
volatile environment, we delivered in the UK. Furthermore, we are constructing our first-ever thermal solar
and logistics costs with a broad and disciplined approach
site at our Seville brewery in Spain where eight hectares of
growth in Europe. As the market to Revenue Management and by accelerating our In September 2022, HEINEKEN UK acquired the
solar panels will generate 28,700 MWh of thermal energy
productivity initiatives. remaining shares in Beavertown Brewery – one of the
leader we want to shape the future per year and reduce the brewery’s carbon footprint of fossil
most popular super premium beers in the UK – assuming
of beer in the region. We continue As we navigated volatility in the region, we also worked
full ownership of London’s largest brewery. We also
gas by 60%. An important step in the ambition to deliver
together to continue building a future-fit HEINEKEN in net zero carbon emissions in our production.
to invest and grow our premium reaffirmed our continued investment in Poland by
Europe. Within our supply chain, we rolled out production
brands, while managing our costs excellence initiatives in all breweries, launched a Transport
acquiring 28.2% of the shares of Grupa Zywiec (GZ) to The continued drive to Brew a Better World is increasingly
secure sole control of the business. These investments being recognised across the region. As such HEINEKEN
and digitally transforming our Management Hub and reduced the number of unique
provide great long-term growth opportunities in high- Croatia was in October added to the Croatian
route-to-market to best serve our bottles in Europe by 50% through our proven platforming
potential markets, which is key to delivering our EverGreen Sustainability Index, the most reputable sustainability
approach. We also grew our digital sales in the on-trade by
customers and consumers.” about 50% vs. 2021, making our on-trade eB2B platform
ambition across Europe. award in Croatia, and our Athenian Brewery in Greece
received the 2022 Gold Award from the National
the largest in Europe. These activities deliver far more than
Soren Hagh Corporate Responsibility Index.
cost savings – by successfully implementing these
President, Europe
strategic initiatives, we will continue to win in Europe for
generations to come.
Strengthening our portfolio and geographic footprint is
key to our long-term growth strategy and in 2022 we
made significant progress on this front. In fact, looking at
brand power growth by brand by market, nine out of ten
fastest growing brands belong to the HEINEKEN portfolio
Integrated approach HEINEKEN’s systems of risk management and internal control, which are based on the COSO Enterprise Risk Risk appetite
Management and Internal Control Reference model, form a fundamental part of the HEINEKEN Business Framework.
At HEINEKEN, risk management is an integral part of doing HEINEKEN’s risk appetite is the result of its wide
business, supported by clear governance. Risks are an Our Business Framework geographical spread, prudent financial management and
essential element when opportunities are assessed and commitment to long-term value creation. Risks are taken
strategies are set. Management decisions are made in line consciously, assessing their impact on HEINEKEN’s
with HEINEKEN’s risk appetite. Risks are identified, objectives. The level of risk HEINEKEN is willing to take
mitigated and monitored on an ongoing basis, as part of depends on the type of objective it impacts (reputational,
business routines. financial or business continuity related).
HEINEKEN’s risk management approach addresses the risks Reputational
the Company inevitably faces in achieving its strategy.
Managing risks in a conscious manner increases the HEINEKEN is reliant on the reputation of its brands and the
likelihood of achieving our strategy and business objectives. protection of its intellectual property rights. Reputation
A proactive approach ensures risk management is part of management is of utmost importance to HEINEKEN. We
our executive conversations and is embedded in our have invested considerable effort in protecting our brands,
processes. This benefits our decision-making and is including the registration of trademarks and domain
essential to create and preserve long-term value. names. We aim to reduce the risks that could negatively
impact our reputation to the furthest extent possible,
Risk Management is part of the accepting that this may come at a cost.
HEINEKEN business framework Financial
The HEINEKEN business framework articulates the key
HEINEKEN is keen on pursuing commercial opportunities
elements that the Company relies on to operate effectively
to deliver superior and balanced growth, accepting
and deliver long-term value creation while protecting its
uncertainties linked to its strategic choices and the context
people, assets and reputation.
of the individual markets in which it operates.
Our Purpose, Our Dream and Our Values underpin our
EverGreen strategy, enabled by our organisational structure Business continuity
and strong governance. The behaviours give clear guidance HEINEKEN makes the availability of its brands a priority,
to all employees on how to act and foster a culture of Risk profile accepting only minimal disruptions to its operations. In
achievement, collaboration and growth, underpinned by a addition, HEINEKEN continuously invests in making the
HEINEKEN is predominantly a single-product business, operating throughout the world in the alcohol industry.
Behaviours Framework that reflects the expected attitudes organisation future-proof and ensuring the sustainability
HEINEKEN is present in more than 70 countries, with a growing share of its revenues originating from emerging markets.
in decision-making. of the business.
An increasingly negative perception in society towards alcohol could prompt legislators to implement further
Continuous Risk Management supports the achievement of
restrictive measures, such as limitations on availability, advertising, sponsorships, distribution and points of sale, and
business objectives, based on our Risk Assessment Cycle,
increased tax. This may cause changes in consumption trends, which could lead to a decrease in the brand equity and
the HEINEKEN Code of Business Conduct and the
sales of HEINEKEN’s products.
HEINEKEN Rules. As part of the Risk Assessment Cycle,
operating companies and their Management Teams HEINEKEN has undertaken business activities with other market parties in the form of joint ventures and strategic
review and update their risks on a continuous basis partnerships and with independent distributors. Where HEINEKEN does not have effective control, decisions taken by
throughout the year. The Code of Business Conduct and its these entities may not be fully harmonised with HEINEKEN’s strategic objectives. Moreover, HEINEKEN may not be
underlying policies set out HEINEKEN’s commitment to able to identify and manage risks to the same extent as in the rest of the Group.
conduct business with integrity and fairness, and respect for
the law and our values. The HEINEKEN Rules articulate how
we work and the Standards to which we commit. They are a
key element for managing the risks faced by our Company
and translating our objectives into clear instructions on how
to conduct our daily business.
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Risk Management
The Executive Board of HEINEKEN is accountable for risk To support the Executive Board’s external representations, HEINEKEN continues to invest in the evolution of risk
management, risk oversight and the protection of a formal bi-annual Letter of Representation process is in management in the Company. Building on the existing risk
HEINEKEN’s reputation, value of assets and brands. place. It requires management to take responsibility for and controls mechanisms, improvements are aimed at
accurate and complete reporting on financial and non- driving business ownership of risks, increasing business
The Board is assisted by the Risk Committee, chaired by financial reporting disclosures, financial reporting controls involvement in risk management and expanding the
the CFO, in regular reviews of the Group risk assessment and on compliance with the Code of Conduct and other
integrated view of risks. In 2022, specific focus has been
cycle that summarises the Company’s key risks, associated HEINEKEN Rules, as well as identifying and reporting on
given to climate related-risks, refer to the ‘Strategy and
mitigating actions and monitoring activities. These reviews fraud and irregularities.
climate-related risk management’ section on page 153.
consider the level of risk that HEINEKEN is willing to take
and the type of HEINEKEN’s objectives it impacts.
The Risk Committee identifies changes to the Company’s
risk exposure and proposes interventions if required.
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Annual Report 2022 36
Risk Management
Regulatory changes related to alcohol Economic and political environment Environmental legislation Changing consumer preferences
What could happen? What could happen? What could happen? What could happen?
The topic of alcohol and health is under scrutiny in many Throughout the world, local or regional economic and HEINEKEN not being able to respond to the impact of Consumers have an ever-expanding choice of beverages and
markets. This may prompt regulators to take further political uncertainties could impact our business and that of environment-related changes on our operations in a timely brands available to meet their needs. This requires HEINEKEN
measures limiting HEINEKEN’s freedom to operate, for our customers. In particular, the risk of an economic manner. If new environmental legislation is introduced, this to constantly adapt its product offering, innovate and invest
example through restrictions or bans on advertising and recession, change of law, trade restrictions, inflation, could lead to legal claims, increased compliance costs, to maintain the relevance and strength of its brands. Failure
marketing, sponsorship, availability of products, adding fluctuations in exchange rates, devaluation, nationalisation, restrictions on production, packaging, distribution, selling and to do so would, in the longer term, affect our revenues,
health warnings to labels, increased taxes and duties or financial crisis or social unrest could adversely affect our marketing of our products, reputation damage, and limits on market share and, possibly, our brand equity.
imposing minimum unit pricing. This could lead to lower revenues and profits. our licence to operate resulting in negative business impact.
overall consumption or to consumers switching to different Recent developments
product categories. Recent developments Recent developments Within the beer category, the diversification of taste and the
Early in the year, COVID-19 still forced major containment Speed and scope of environment-related changes on our rise of low- and no-alcohol products have been the most
Recent developments measures, diminished economic activity and required drastic operations are increasing. Markets need to be prepared to noticeable changes in consumer tastes in recent years. In
Authorities and regulators continue to introduce restrictive fiscal and monetary actions to protect jobs and markets. respond and adapt to these changes in a timely manner to particular, an increased consumer focus on health and well-
measures on alcohol consumption and sales. Recent Additionally, the global economy trends to a slow down due prevent restrictions in all areas of the value chain and being is resulting in a growing interest in low-alcohol, low-
examples are restrictions in marketing and labelling to the impact of the war in Ukraine and, until recently, China’s significant costs to ensure compliance. calorie and low-carb propositions.
requirements for specific markets. These measures can have zero COVID-19 policy, which have triggered inflationary Beyond beer, the significant diversification of choice in ready
a negative impact on our business in the affected markets. pressure in supply chain and energy prices. This could lead to What are we doing to manage this risk? to drink beverages is remarkable but volatile, representing
more structural shifts and lead to a prolonged recession of Environmental sustainability is one of the priorities of both risks and opportunities. Long-held boundaries between
What are we doing to manage this risk? the global economy, with governments applying tighter HEINEKEN’s Brew a Better World sustainable development beer, wine, spirits and non-alcoholic beverages are blurring,
Responsible consumption is an important element of our monetary policies that weigh on real disposable income and strategy. HEINEKEN continuously monitors existing and changing the face of competition and stretching brands into
Brew a Better World 2030 strategy, because HEINEKEN consumption. This could increase the risk of bankruptcies and emerging environmental issues and regulations across the new domains.
strongly believes in the importance of reducing alcohol- the potential failure of certain sectors to fully recover. As a globe to ensure awareness and compliance and to prepare
related harm. By using the power and reach of our brands consequence, structural unemployment – especially for youth the business for future changes. Current and future What are we doing to manage this risk?
through campaigns like the award-winning ‘When You Drive – is likely to surge with knock-on effects on consumer environmental regulations are being assessed and cross-
demand. Public debt, the disruption of global value chains HEINEKEN has embarked on an extensive Consumer Inspired
Never Drink’, HEINEKEN strives to make responsible functional teams assigned to implement the actions needed. Growth programme to address this risk and opportunity,
consumption aspirational for all consumers. We aim to invest and barriers to the cross-border movement of people and
goods round out the key risks. Beyond this, HEINEKEN closely works with experts such as helping us move from knowing beer to knowing consumers.
at least 10% of Heineken® media spend into responsible NGOs, universities, governmental organisations and suppliers By thoroughly understanding consumer needs in beer and
consumption campaigns each year, reaching one billion Agility has become a priority to enable businesses to across the value chain. It also co-operates with peer beyond and comparing them within and across markets, we
consumers. By the end of 2023, HEINEKEN strives to have at navigate subsequent changes in laws, currency movements, companies in international and national platforms such as can uncover scalable innovation opportunities – be it within
least two 0.0 options of its brands in the majority of the import restrictions, scarcity of hard currencies, commodity The Brewers of Europe, the Beverage Industry Environmental our existing categories, in adjacent categories or in nascent/
countries where it operates, because we aim to provide pricing and their impact on the Company’s profit. Roundtable and the Dutch Sustainable Growth Coalition. emerging sub-categories.
consumers more options for low- and no-alcohol brands.
We also work closely with stakeholders to prevent and reduce What are we doing to manage this risk? Explore further: Shape the future of beer and
HEINEKEN has set up various tools to limit the impact of such beyond, pages 11–15. Raising the bar on responsible
the harm caused by abuse such as underage drinking or
events on its business. They include supplier management, consumption, pages 147–148
drinking and driving. Our operating companies are engaging
in formal partnerships with local stakeholders (like short-term liquidity management, tight foreign exchange
Governments, NGOs or specialists) to tackle harmful drinking. monitoring, prudent balance sheet measures and scenario
planning in respect to resource allocation including various
We also stepped up our product labelling guidelines to cost and value optimisation initiatives.
provide consumers with more information about our
products. We are aiming for clear and transparent consumer HEINEKEN has monitoring mechanisms in place globally and
information on 100% of our products in scope, including full locally to allow us to monitor, report and engage proactively
nutritional information and ingredients on pack, recycling on political risks. For events which could threaten the
and legal drinking age symbols and a QR code on pack that continuity of the business, contingency plans are in place.
links to further information on alcohol and health. With our strategic priority of ‘Fund the growth, fuel the profit’,
HEINEKEN continuously reviews its cost base to increase
Explore further: Raising the bar on responsible operating leverage
consumption, pages 147–148
Explore further: Fund the growth, fuel the profit,
pages 16–17
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Annual Report 2022 37
Risk Management
Leadership, talent and capabilities Changing beverage landscape Health and safety Product safety and integrity
What could happen? What could happen? What could happen? What could happen?
Our EverGreen ambition requires us to unleash the full Consolidation and convergence in the beverages industry HEINEKEN aims to provide a healthy and safe workplace for Poor quality or contamination of HEINEKEN products, be it
potential of our people, attract the best diverse talent and may affect existing market dynamics due to competitive all employees and contractors. Despite the controls in place, accidental or malicious, could result in health hazards,
grow them to their full potential. If HEINEKEN is not disadvantage with suppliers and increased competition on HEINEKEN employees, contractors and visitors may be reputational damage, financial liabilities, disruption of the
successful in attracting, developing and retaining diverse and commercial spend and customer acquisition strategies. There impacted by uncontrolled events in the brewery, supply chain, supply chain and product recalls.
talented people and leaders with the required capabilities, it is also a risk from increasing consolidation and competition route-to-market or in our offices, which could lead to illnesses,
may jeopardise our ability to execute our strategy and within overall beverages, with non-beer competitors targeting serious injuries or fatalities potentially followed by business Recent developments
achieve the targeted returns. the same consumers and occasions as beer players, through disruption, losses, reputational or legal claims. The environment in which we operate is constantly changing.
product offerings such as hard seltzers and pre-mix spirits Changes to our product portfolio, growing insights of hazards
Recent developments cocktails. Recent developments associated with potential food contaminants, growing
Within the context of EverGreen, we are on a journey to Despite our continuous efforts to provide safe working consumers’ concern on food safety and a more complex legal
increasing our succession bench strength, enhance our Recent developments conditions, in 2022 we have still experienced incidents with environment, make it necessary to constantly take action to
leaders’ skills, develop key capabilities (including digital) and Despite recent market consolidation, beer remains a very significant safety impact on our premises, including two fatal adapt and respond to these changes, to ensure food safety
the diversity of our leadership pipeline. local industry with respective country shares more relevant accidents involving contracted employees, underlining the for our consumers.
than global share. Further impact could come from importance of realising further improvements in the area
What are we doing to manage this risk? consolidation on the customer side. of safety and well-being. What are we doing to manage this risk?
We have recently updated our Company Purpose, Values and HEINEKEN has established a comprehensive Company-wide
Behaviours, which are applicable to all our employees and What are we doing to manage this risk? It has been a challenging time for all in the past year as we Quality Assurance programme covering employee
define the shifts we will need to make to build on our HEINEKEN is constantly working to improve its cost efficiency continued to navigate the pandemic and adjust to a new competencies, production standards, recipe governance,
strengths and address our vulnerabilities. We have refreshed while rolling out a strategy to maintain and develop its normal. As the availability of quality (emergency) healthcare suppliers’ governance and production material risks.
our Talent Management strategy to align to EverGreen and competitive advantages, in particular in Premium spaces. services varies across the large number of countries and Continuous improvement is achieved through global
external best practices and changes. This includes a new regions in which we operate, ensuring access to quality compliance monitoring and systematic gap-closing.
Through a number of acquisitions and partnerships, medical care to our national and international employees
potential model to identify and develop talent. HEINEKEN has evolved its footprint to reach an optimal and their family members remains a priority. HEINEKEN anticipates new legislation and emerging risks
Our revamped I&D strategy includes transparent ambitions balance of higher growth developing markets and more aided by its partners, suppliers and external scientific
on gender balance, cultural diversity and development for stable developed markets and to build an extensive and What are we doing to manage this risk? institutions and assures implementation of measures to
people managers. It focuses on courageous leadership, complementary brand and product portfolio, alongside its avoid such risks. Should a risk materialise, global recall and
flagship Heineken® brand. Our Safety, Health and Well-being strategy reflects our
fostering an inclusive environment and creating equal crisis procedures are in place to mitigate the impact.
company value of Care. We focus on shaping a leading
opportunities. HEINEKEN is participating in capital- and knowledge-sharing Health & Safety culture fully embedded in our ways of
We continue to invest in learning and development, with a to keep the beer category attractive and relevant for working, counting on everyone’s leadership, engagement and
new learning strategy and investments in developing leaders consumers. To continue winning on the customer side, participation.
at all levels in the organisation. We launched a refreshed HEINEKEN explores and implements new ways of working
and new channels, including digital/eCommerce platforms. Throughout the Company, the HEINEKEN Life Saving
Leadership Development Curriculum, aligned to our
HEINEKEN combines this activity with an acceleration of its Commitments target the activities that carry the greatest
EverGreen strategy.
own internal innovation efforts to develop and bring to safety risks to employees and contractors.
We are boosting an intentional and scaled approach to
market new offers for consumers in both beer and other To ensure healthcare coverage, HEINEKEN counts on more
capability building by identifying and developing our key
beverage categories. than 430 health professionals worldwide. Our employees and
Company-wide strategic capabilities and harmonising our
dependants have access to broad medical services including
capability framework across the organisation. Explore further: Shape the future of beer and screening and lab tests, medicines and pharmacy, health
beyond, pages 11–15 benefits, disease prevention and health promotion projects,
Explore further: Unlock the full potential of our
people, pages 26–28 emergency evacuations, health training and education. Within
the health area, mental health has been identified as an
emerging risk. To address this risk, we have launched an
internal well-being programme addressing the four dimensions
of Well-being: professional, emotional, social and physical.
Supply chain continuity Increased scrutiny and expectations of Distribution channel transformation Information security
society on multinationals
What could happen? What could happen? What could happen?
Disruptions to the supply chain could lead to the inability to What could happen? The digital disruption is creating new routes to customers and HEINEKEN’s business increasingly relies on technology, both
deliver products to key customers, revenue loss, brand Public and employee scrutiny of HEINEKEN should it not consumers/shoppers, which is potentially a threat if we would in the office environment and in the industrial control
damage and loss of market share. Significant changes in the conform to society’s expectations to mitigate our potential be disintermediated and lose connection to transactions and domain of its breweries. Failure of our systems as well as
availability or price of raw materials, commodities, transport, negative impacts on the world and maximise our positive consequently visibility on customer and consumer data. cybersecurity incidents could lead to business disruption, loss
energy and water will either result in supply shortages or contribution, can lead to significant reputational damage to of confidential information, unauthorised access to our data,
increased costs. the Company or to the brands. Recent developments as well as a breach of data privacy regulations. All of this
New B2B and B2C players are entering the market. Some key might lead to financial or reputational damage.
Recent developments Recent developments consumer packaged goods players, including major
Global supply chains are continuing to face disruptions, with Stakeholder expectations, including those of employees, competitors in our category, are accelerating their Recent developments
the Ukraine war leading to many supply challenges, especially towards companies, their Environmental, Social and investments. Major online retailers continue to strengthen HEINEKEN’s digital footprint is expanding rapidly, in line with
across the energy networks. We have seen a number of our Governance (ESG) strategies and performance, is on the rise. their omnichannel strategy, owning on- and off-line retail. the strategy to become the best-connected brewer. Our
suppliers impacted by these events at different moments Companies also face growing pressure to increase the Electronic point of sales systems are increasingly used to Company is and will be more connected with our customers,
throughout the year, leading to previously unseen price positive contribution they make, including measures to collect and leverage customer and consumer data. consumers, suppliers and employees than ever. Attacks are
volatility and contracting issues. Availability of some resources address climate change and other sustainability issues, and becoming more sophisticated and potential consequences
is limited, largely driven by the Ukraine war, and by global to share consistent and transparent information that allows What are we doing to manage this risk? are more punitive and destructive in nature.
political instability. Climate change and water scarcity are stakeholders to assess their sustainability performance and HEINEKEN has accelerated digitalisation in both fragmented A growing number of attacks, most notably increasing cases
starting to have an effect on crop yield and availability as well benchmark them versus peers in their industry. trade and more traditional Retail eCommerce. For of malware and phishing are actively blocked by our Cyber
as grain prices. Markets and governments are required to take Fragmented Trade we have shaped a clear vision, strategy Defense Operations (CDO) team. Geopolitical tensions have
action to adapt and respond to these changes and thus, What are we doing to manage this risk? and organisational set-up which is structured around the led to an increase of hacktivism as well as a slow increase of
prevent, interruption of production, significant losses of At HEINEKEN we are raising the bar. Our Brew a Better World customer. We call that the Unified Customer Ecosystem cyber warfare activities. Both will increase the likelihood of a
revenues and increased costs for business. 2030 strategy consists of three pillars and nine ambition (UCE). The goal is to create a seamless experience for our cyber incident. We observe an increase in cyberattacks on our
areas. Each ambition area contains one or more concrete customers which will result in a strengthened customer customers as well as key suppliers leading to security of
What are we doing to manage this risk? and measurable commitments. relationship and better visibility on what happens at the supplies concerns.
HEINEKEN has been able to mitigate the impact of moment of purchase. We are also constantly improving our
disruptions by using its global footprint and supplier Brew a Better World remains our foundation and our e-retail capability level through clear playbooks and training On top of this, regulations continue to place stricter security
relationships, across both geographies and categories. We framework for working with others. Our updated strategy methods. This supports our ambition to be the number one requirements on data processing by HEINEKEN and its
have used our agile sourcing methodology, coupled with our raises our ambitions on climate and water action. We will partner of choice for our retail partners. ecosystem of partners.
brewery flexibility, throughout our global operations in order accelerate our efforts to support the social agenda and be
to ensure supply was not compromised. Business continuity even more ambitious and bold in promoting moderate Explore further: Shape the future of beer and What are we doing to manage this risk?
plans have been developed for HEINEKEN’s key brands in all consumption of alcohol. beyond, pages 11–15 Cybersecurity remains a top priority within HEINEKEN. All
key markets and back-up plans are in place in operating We developed The Green Diamond to guide us towards functions collaborate closely to act promptly and aligned in
companies. Business resilience is further strengthened ‘what winning looks like’: we aim to strike the right balance case of cyber incidents at HEINEKEN or one of our suppliers
through ownership of several strategic malteries, long-term between short-term delivery and long-term sustainability, or customers. The portfolio of cybersecurity initiatives, which
procurement contracts, water management plans and between top-line growth and overall stakeholder value is evaluated regularly, is executed to address cybersecurity
central management of global insurance policies. Taking a creation. “Sustainability and Responsibility” is one of the four threats in both our office systems and Industrial Control
long-term approach, HEINEKEN has a strategy that is priorities alongside growth, profitability and capital efficiency. Domain. Our Cyber Defence and Operations teams monitor
focused on watershed health to protect water resources. We disclose our ESG performance in a combined Annual and act upon cyberattacks 24/7 globally.
Sustainable sourcing is another priority in our Brew a Better Report, on our website and via social media channels. We Our main focus is to enhance the resilience of the current and
World 2030 strategy. believe in transparency and, as such, signed up for the WEF future technology landscape of HEINEKEN, while continuously
Explore further: Acting now to protect the Stakeholder Capitalism Metrics in early 2021. HEINEKEN increasing employee security/privacy awareness.
environment for the long-term, pages 134–141 monitors trends and developments in the ESG area across
Explore further: Become the best-connected brewer
the globe, to make sure we respond adequately and in a pages 22–25
timely manner to increasing societal expectations.
Explore further: Our EverGreen strategy, page 8.
Raise the bar on sustainability and responsibility,
pages 18–21. Stakeholder engagement and
materiality, pages 129–130. Brew a Better World
strategy, page 127. World Economic Forum core
metrics and disclosures, pages 159–165
Introduction
Report of the
Executive Board
Report of the
Supervisory Board
Financial
Statements
Sustainability
Review
Other
Information
Heineken N.V.
Annual Report 2022 39
Risk Management
On the path to balanced As part of the organisational redesign of EverGreen, HEINEKEN merged its export business units of Europe and Africa,
Middle East & Eastern Europe into a single unit, which is now reported under Europe as of 1 April 2021.
superior growth On 23 June 2021, HEINEKEN acquired additional ordinary shares in UBL, taking its shareholding in UBL from 46.5% to
61.5%. On 29 July 2021, HEINEKEN obtained control and consolidated UBL as of that date, following the changes to
certain provisions in the Articles of Association of UBL.
On 23 December 2021, HEINEKEN reduced its shareholding in Brasserie Almaza in Lebanon to a minority position.
On 7 September 2022, HEINEKEN has purchased the remaining shares in Beavertown Brewery, achieving full ownership.
In 2022, we have made good progress against our EverGreen strategic priorities in a
challenging external environment; delivering both balanced top line growth and At the closing of 2022, HEINEKEN applied hyperinflation accounting in Ethiopia. Fixed assets are revalued for the
inflation from the time of acquisition to date. The prior year impact from depreciation resulting from the revaluation of
productivity savings. We are stepping up investments in our brands, digital
previous years is recorded as a change in consolidation and is excluded from the organic growth calculation. At the same
programmes and behind our sustainability ambitions, transforming our business on a time, all metrics in the income statement are restated to reflect the inflation level as per the reporting date. These
multi-year journey fuelling profit growth for long-term value creation.” impacts are recorded as exceptional items.
Harold van den Broek Revenue
Member of the Executive Board and Chief Financial Officer Revenue was €34,676 million, an increase of 30.4% (2021: €26,583 million). Revenue (beia) increased 19.1% organically
to €34,643 million.
HEINEKEN’s priority in allocating capital is in the organic growth and expansion of the business. Capital expenditure
related to property, plant and equipment and intangible assets (CAPEX) amounted to €2,011 million (2021:
€1,597 million) representing 7.0% of net revenue (beia). The investments in the year amounted to €2,183 million (2021:
€1,769 million) and include capacity expansions in Brazil, Vietnam and Nigeria.
Free operating cash flow amounted to €2,409 million (2021: €2,514 million) behind 2021, mainly because higher cash
flow from operations was offset by the negative change in working capital from a higher inventory position, higher
CAPEX and income taxes paid.
Financial structure and liquidity
In millions of € 2022 % 2021 %
Total equity 21,920 42 19,700 40
Deferred tax liabilities 2,138 4 1,971 4
Post-retirement obligations 568 1 668 1
Provisions 798 2 937 2
Gross debt 16,377 31 16,873 35
Other liabilities 10,605 20 8,701 18
Total equity and liabilities 52,406 100 48,850 100
Introduction
Report of the
Executive Board
Report of the
Supervisory Board
Financial
Statements
Sustainability
Review
Other
Information
Heineken N.V.
Annual Report 2022 43
Financial Review
Net debt/EBITDA (beia) ratio Heineken N.V. was assigned solid investment grade credit ratings by Moody’s Investor Service and Standard & Poor’s. On
7 November 2022 Moody’s upgraded ratings to A3/P-2 with stable outlook. Standard & Poor’s affirmed the BBB+/A-2
3.4 ratings with stable outlook on 31 March 2022.
Currency split of net debt
2.6 2.6 This currency breakdown includes the effect of derivatives, which are used to hedge intercompany lending denominated
2.3 in currencies other than Euro. Of total net interest-bearing debt, 74% is denominated in Euro, 17% in US Dollar and US
2.1
Dollar proxy currencies and 8% in British Pound. This is including the effect of cross-currency interest rate swaps and lease
liabilities under IFRS 16. The fair value of the cross-currency interest rate swaps form part of net debt.
Currency split of net debt Bond maturity profile
(incl. the currency effect of cross-
currency interest rate swaps)
in millions of €
2018¹ 2019 2020 2021 2022
2024 960
1 Restated for IAS37. 8% 1%
2025 1,677
Shareholders' equity increased by €2,195 million to €19,551 million, mainly driven by the net profit of €2,682 million, and 17%
2026 1,000
a positive comprehensive income of €357 million, mainly related to translational differences.
2027 1,100
Total gross debt amounted to €16,377 million (2021: €16,873 million). Net debt decreased slightly to €13,531 million
2028 1,031
(2021: €13,658 million) as the positive free operating cash flow exceeded the cash outflow for dividends, acquisitions 74%
and the negative foreign currency impact on debt. . Including the effect of cross-currency swaps, 74% of net debt is Euro- 2029 993
denominated, and 17% is US dollar and US dollar proxy currencies. 2030 800
The pro-forma 12 month rolling net debt/EBITDA (beia) ratio was 2.1x on 31 December 2022 (2021: 2.6x), in line with 2031 750
the Company's long-term target net debt/EBITDA (beia) ratio of below 2.5x. HEINEKEN expects this ratio to reduce
EUR 2032 500
further, in line with operational performance. At the same time, HEINEKEN could deploy capital for purposes beyond the
USD + USD proxy
organic growth and expansion of its business which could taper this development. GBP
2033 930
Other >2034 2,003
In millions of € 2022 2021
Operating profit 4,283 4,483 Average number of shares
Share of profit of associates and joint ventures 223 250 HEINEKEN has 576,002,613 shares in issue. In the calculation of basic EPS, the weighted average number of shares
Depreciation and impairments of property, plant and equipment 1,537 1,487 outstanding was 575,563,505 (2021: 575,740,269).
Amortisation and impairment of intangible assets 256 461 In the calculation of 2022 diluted EPS (beia), shares to be delivered under the employee incentive programme (462,616
shares) are added to the weighted average shares outstanding. The weighted average diluted number of shares
Impairment of assets classified as held for sale 88 — outstanding was 576,026,120 (2021: 575,969,395).
EBITDA 6,387 6,681
Total dividend for 2022
Exceptional items 57 (1,490) The Heineken N.V. dividend policy is to pay a ratio of 30% to 40% of full year net profit (beia). For 2022, a total cash
EBITDA (beia) 6,444 5,191 dividend of €1.73 per share, representing an increase of 40% (2021: €1.24), and a payout ratio of 35.1%, in the middle
of the range of our policy, will be proposed to the Annual General Meeting on 20 April 2023 ("2023 AGM"). If approved,
a final dividend of €1.23 per share will be paid on 2 May 2023, as an interim dividend of €0.50 per share was paid on 11
August 2022. The payment will be subject to a 15% Dutch withholding tax. The ex-dividend date for Heineken N.V.
shares will be 24 April 2023.
Introduction
Report of the
Executive Board
Report of the
Supervisory Board
Financial
Statements
Sustainability
Review
Other
Information
Heineken N.V.
Annual Report 2022 44
Corporate Governance statement
Introduction Executive Board Throughout the year, members of the Executive Team
Dolf (R.G.S.) van den Brink
and other senior managers were invited to give
Heineken N.V. (the ‘Company’) is a public company with General 1973 Dutch nationality Male
presentations to the Supervisory Board.
limited liability incorporated under the laws of the The role of the Executive Board is to manage the
Initial appointment in 2020*; Four-year term ends in 2024
Netherlands. Its shares are listed on the Amsterdam Stock Company. This means, among other things, that it is A two-day meeting was held in June 2022 between the
Exchange, Euronext Amsterdam. responsible for setting and achieving the operational and Supervisory Board and the Executive Team to discuss the Profession: Chairman/CEO (since 1 June 2020)
financial objectives of the Company, the strategy to Company’s strategic priorities and main risks and No supervisory board seats (or non-executive board
The Company’s management and supervision structure is opportunities in light of its long-term value creation, also memberships) in Large Dutch Entities**
achieve these objectives, the parameters to be applied in
organised in a so-called two-tier system, consisting of an addressing the Company culture and the global people
relation to the strategy (for example, in respect of the Other positions: Edesia Inc., International Alliance for
Executive Board (made up of two executive members) and talent strategy. During this meeting, members of the
financial ratios), the Company culture aimed at long-term Responsible Drinking (Chair of the CEO Group)
and a Supervisory Board (made up of ten non-executive Executive Team also presented their respective strategic
value creation, the associated risk profile, the development
members). topics and the risks and opportunities per region or
of results and corporate social responsibility issues that are Harold (H.P.J.) van den Broek
The Supervisory Board supervises the Executive Board and relevant to the Company (including the sustainability function, as the case may be.
1967 Dutch nationality Male
ensures external experience and knowledge are strategy and progress).
Further, in October 2022 a three-day visit to HEINEKEN Initial appointment in 2021*; Four-year term ends in 2025
embedded in the Company’s way of operating. The two Italy by the Executive Board and the Supervisory Board
The Executive Board is accountable to the Supervisory
Boards are independent of one another and accountable Profession: CFO (since 1 June 2021)
Board and to the AGM. took place, with a focus on the European and local
to the Annual General Meeting (AGM). strategy, outlook, risks and opportunities. No supervisory board seats (or non-executive board
In discharging its role, the Executive Board shall be guided memberships) in Large Dutch Entities**
The Company complies with, among other regulations,
by the interests of the Company and its affiliated Composition of the Executive Board No other positions***
the Dutch Corporate Governance Code of 8 December
enterprises, taking into consideration the interests of the Executive Board members are appointed by the AGM
2016 (the ‘Code’). Deviations from the Code are explained * For the maximum period of four years.
Company’s stakeholders. from a non-binding nomination drawn up by the
in this report in accordance with the Code’s ‘comply or ** Large Dutch Entities are Dutch N.V.s, B.V.s or Foundations (that are
Supervisory Board. required to prepare annual accounts pursuant to Chapter 9 of Book 2 of
explain’ principle. On 20 December 2022, the Corporate The Executive Board is responsible for complying with all the Dutch Civil Code or similar legislation) that meet two of the following
Governance Code Monitoring Committee published an primary and secondary legislation, for managing the risks The Supervisory Board appoints one of the Executive criteria (on a consolidated basis) on two consecutive balance sheet dates:
(i) The value of the assets (according to the balance sheet with the
update to the Dutch Corporate Governance Code. As the associated with the Company’s activities and for financing Board members as Chairman/CEO. The AGM can dismiss explanatory notes and on the basis of acquisition and manufacturing
new Code came into force as of the financial year starting the Company. members of the Executive Board by a majority of votes costs) exceeds €20 million;
(ii) The net turnover exceeds €40 million;
on 1 January 2023, this report does not yet address the cast if the subject majority at least represents one-third of
The Company has four operating regions: Africa Middle (iii) The average number of employees is at least 250.
new Code. The Company has started the assessment and the issued capital. *** Under ‘Other positions’, other functions are mentioned that may be
East & Eastern Europe, Americas, Asia Pacific and Europe. relevant to the performance of the duties of the Executive Board.
implementation of the new Code and will provide details
Each region is headed by a President. The Executive Board consists of two members, Chairman/
in the Annual Report of year 2023.
CEO Dolf (R.G.S.) van den Brink and CFO Harold (H.P.J.)
The two members of the Executive Board and the four
This report includes the information that the Company is van den Broek.
Presidents, together with five functional Chief Officers
required to disclose pursuant to the Dutch governmental
(i.e. Commercial, Corporate Affairs and Transformation,
decree on Article 10 Takeover Directive and the
Digital and Technology, People and Supply Chain), jointly
governmental decree on Corporate Governance.
form the Executive Team. The decision to work with an
Substantial changes in the Company’s corporate
Executive Team is to ensure effective implementation of
governance structure and in the Company’s compliance
key priorities and strategies across the organisation.
with the Code, if any, will be submitted to the AGM for
discussion under a separate agenda item.
Introduction
Report of the
Executive Board
Report of the
Supervisory Board
Financial
Statements
Sustainability
Review
Other
Information
Heineken N.V.
Annual Report 2022 45
Corporate Governance statement
Best practice provision 2.2.1 of the Code recommends that In the event of succession planning, we will continue to Supervisory Board Composition of the Supervisory Board
an Executive Board member is appointed for a maximum look for opportunities to strengthen the gender diversity in The Supervisory Board consists of ten members: Jean-
period of four years and that a member may be re- the Executive Board. Furthermore, increasing the gender General
Marc Huët (Chairman), José Antonio Fernández Carbajal
appointed for a term of not more than four years at a time. diversity in the Company's senior management is a key The role of the Supervisory Board is to supervise the (Vice-Chairman), Maarten Das, Michel de Carvalho,
priority for the Company, as also reflected in the other management of the Executive Board and the general Pamela Mars Wright, Marion Helmes, Helen Arnold,
In compliance with this best practice provision, the affairs of the Company and its affiliated enterprises, as
sections of this Annual Report. Rosemary Ripley, Nitin Paranjpe and Francisco Josue
Supervisory Board has drawn up a rotation schedule to well as to assist the Executive Board by providing advice.
avoid, as much as possible, a situation in which Executive Conflict of Interest Camacho Beltrán.
Board members retire at the same time. The Articles of Association and the Code prescribe how to In discharging its role, the Supervisory Board shall be The Supervisory Board endorses the principle that the
deal with (apparent) conflicts of interest between the guided by the interests of the Company and its affiliated composition of the Supervisory Board shall be such that its
Members of the Executive Board are not allowed to hold enterprises and shall take into account the relevant
more than two supervisory board memberships or non- Company and members of the Executive Board. members are able to act critically and independently of
interest of the Company’s stakeholders. one another and of the Executive Board and any particular
executive directorships in a Large Dutch Entity. Acceptance A member of the Executive Board shall not take part in
of such external supervisory board memberships or non- The supervision of the Executive Board by the Supervisory interests. Each Supervisory Board member is capable of
any discussion or decision-making that involves a subject
executive directorships by members of the Executive Board includes the achievement of the Company’s assessing the broad outline of the overall strategy of
or transaction in relation to which he has a personal
Board is subject to approval by the Supervisory Board, objectives, the corporate strategy and the risks inherent in the Company and its businesses and carrying out its
conflict of interest with the Company.
which has delegated this authority to the Selection & the business activities, the design and effectiveness of the duties properly.
Appointment Committee. Decisions to enter into transactions under which members internal risk and control system, the financial reporting Given the structure of the Heineken Group, the Company
of the Executive Board have conflicts of interest that are of process, compliance with primary and secondary
Diversity is of the opinion that, in the context of preserving the
material significance to the Company and/or the relevant legislation, the Company-shareholder relationship and continuity of the Heineken Group and ensuring a focus on
We strive to embrace diversity in everything we do, as also member(s) of the Executive Board require the approval of corporate social responsibility matters that are relevant to long-term value creation, it is in its best interest and that of
recognised and described in the Diversity Policy of the the Supervisory Board. the Company. its stakeholders that the Supervisory Board includes a fair
Supervisory Board, Executive Board and Executive Team.
Any such decision shall be published in the Annual Report The Supervisory Board evaluates at least once a year the and adequate representation of persons who are related
The Policy was updated in December 2021 and is
for the relevant year, along with a reference to the conflict corporate strategy and main risks to the business, the by blood or affinity in the direct line descent to the late
available on our corporate website. The Policy considers
of interest and a declaration that the relevant best result of the assessment by the Executive Board of the Mr. A.H. Heineken (former Chairman of the Executive
the elements of a diverse composition in terms of
practice provisions of the Code have been complied with. design and effectiveness of the internal risk management Board), or who are members of the Board of Directors of
nationality, gender, age and background, including
and control system, and any significant changes thereto. Heineken Holding N.V., even if those persons would not,
expertise and experience. It is the aim of the Company to In 2022, no transactions were reported under which a formally speaking, be considered ‘independent’ within the
reflect this in the composition of the Supervisory Board, member of the Executive Board had a conflict of interest Supervisory Board members are appointed by the AGM meaning of best practice provision 2.1.8 of the Code.
Executive Board and Executive Team. that was of material significance. from a non-binding nomination drawn up by the
For the Executive Board, appropriate weight is placed on Supervisory Board.
Remuneration
diversity considerations in the selection and appointment In line with the remuneration policy adopted by the AGM, The AGM can dismiss members of the Supervisory Board
process, while taking into account the overall profile and the remuneration of members of the Executive Board is by a majority of the votes cast, if the subject majority at
selection criteria for the appointments of suitable determined by the Supervisory Board, upon least represents one-third of the issued capital.
candidates to the Executive Board. The aim is that the recommendation of the Remuneration Committee.
Executive Board comprises of at least 30% male and at
least 30% female members, as set out in the Diversity The remuneration policy and the elements of the
Policy. Currently, the Executive Board is composed of two remuneration of Executive Board members are set out in
male members. It is recognised that the current the Remuneration Report and Notes 6.5 and 13.3 to the
composition of the Executive Board leaves room for Financial Statements.
improvement on gender diversity. However, the
The main elements of the service agreements with
composition is also impacted by the limited size of the
Mr. Van den Brink and Mr. Van den Broek are available
Executive Board.
on our website.
Introduction
Report of the
Executive Board
Report of the
Supervisory Board
Financial
Statements
Sustainability
Review
Other
Information
Heineken N.V.
Annual Report 2022 46
Corporate Governance statement
Currently, the majority of the Supervisory Board (i.e. six of The Supervisory Board has drawn up a rotation schedule Regulations of the Supervisory Board Induction and training
its ten members) qualify as ‘independent’ as per best to avoid, as far as possible, a situation in which many The tasks, responsibilities and internal procedural matters After appointment to the Supervisory Board, members
practice provision 2.1.8 of the Code. There are four Supervisory Board members retire at the same time. The for the Supervisory Board are addressed in the Regulations receive an induction programme drawn up by the
members who in a strictly formal sense do not meet the rotation schedule is available on our corporate website. of the Supervisory Board and are available on our Company in consultation with the Chairman of the
applicable criteria for being ‘independent’ as set out in corporate website. Supervisory Board.
the Code: Mr. de Carvalho (who is the spouse of Profile and diversity
Mrs. C.L. de Carvalho-Heineken, the daughter of the late The Supervisory Board has prepared a profile of its size The Supervisory Board appoints from its members a The programme includes a general information package
Mr. A.H. Heineken, and who is also an executive director and composition, taking account of the nature of the Chairman (currently Mr. Huët). The Chairman of the in respect of the Company and its corporate governance
of Heineken Holding N.V.), Mr. Das (who is the Chairman business, its activities and the desired expertise and Supervisory Board may not be a former member of the and meetings with members of the Executive Team and
of the Board of Directors of Heineken Holding N.V.), background of the Supervisory Board members. The Executive Board. The Chairman of the Supervisory Board other senior management leaders. It also includes a visit to
Mr. Fernández Carbajal (who is a non-executive director of profile deals with the aspects of diversity in the determines the agenda, chairs the meetings of the at least one of our breweries.
Heineken Holding N.V. and representative of FEMSA) and composition of the Supervisory Board that are relevant to Supervisory Board, ensures the proper functioning of the
The Executive Board provides regular updates to the
Mr. Camacho Beltrán (who is a representative of FEMSA). the Company and states what specific objective is pursued Supervisory Board and its Committees, arranges for the
Supervisory Board on the Company’s operations, results,
However, the Supervisory Board has ascertained that by the Supervisory Board in relation to diversity. adequate provision of information to its members and
legal matters, corporate governance, accounting,
Mr. de Carvalho, Mr. Das, Mr. Fernández Carbajal and acts on behalf of the Supervisory Board as the main
At least one member of the Supervisory Board shall be a sustainability and compliance.
Mr. Camacho Beltrán in fact act critically and contact for the Executive Board and for shareholders
financial expert with relevant knowledge and experience regarding the functioning of the Executive Board and the
independently. Since Mr. de Carvalho, Mr. Das, Conflict of Interest
of financial administration and accounting for listed Supervisory Board members. The Chairman also ensures
Mr. Fernández Carbajal and Mr. Camacho Beltrán are companies or other large legal entities. The composition of The Articles of Association and the Regulations of the
representing or are affiliated with Heineken Holding N.V. the orderly and efficient conduct of the AGM. Supervisory Board prescribe how to deal with (apparent)
the Supervisory Board shall be such that it is able to carry
and/or FEMSA, who (in)directly hold more than 10% of the out its duties properly. The profile is available on our The Chairman of the Supervisory Board is assisted in his conflicts of interest between the Company and members
shares in our Company, the maximum of one corporate website. role by the Company Secretary. All members of the of the Supervisory Board.
representative or affiliate per such shareholder of best Supervisory Board have access to the advice and services
The importance of diversity in the composition of the A member of the Supervisory Board shall not take part in
practice provision 2.1.7 sub iii of the Code is not complied of the Company Secretary. The Company Secretary is
Supervisory Board is described in the Diversity Policy of the any discussion or decision-making that involves a subject
with. As a consequence, the Company also does not responsible for ensuring that procedures are followed and
Supervisory Board, Executive Board and Executive Team. or transaction in relation to which he has a personal
comply with best practice provision 2.1.10 of the Code, to that the Supervisory Board acts in accordance with its
The Policy emphasises elements of a diverse composition conflict of interest with the Company.
the extent that this provision provides that the Supervisory statutory obligations as well as its obligations under the
Board report shall state that best practice provision 2.1.7 in terms of nationality, gender, age and background Articles of Association.
through 2.1.9 has been fulfilled. including expertise and experience.
The Supervisory Board appoints from its members a Vice-
In line with the belief that the focus on long-term value Dutch law stipulates that supervisory boards of large Chairman (currently Mr. Fernández Carbajal). The Vice-
creation is best ensured by a fair and adequate Dutch public companies, such as the Company, are Chairman of the Supervisory Board acts as deputy for the
representation of persons who are related by blood deemed to have a balanced composition if they consist of Chairman. The Vice-Chairman acts as contact for
or affinity in the direct line descent to the late at least one-third female and one-third male members. individual Supervisory Board members and Executive
Mr. A.H. Heineken (former Chairman of the Executive The Supervisory Board currently consists of ten members, Board members concerning the functioning of the
Board), or who are members of the Board of Directors of six male (60%) and four female (40%) members. The Chairman of the Supervisory Board.
Heineken Holding N.V., best practice provision 2.2.2 of the Supervisory Board will continue to take the balanced
Code, which provides that a person may be appointed to composition requirements into account when nominating The Supervisory Board can only adopt resolutions in a
the Supervisory Board for a maximum of two four-year and selecting new candidates for the Supervisory Board. meeting if the majority of its members are present or
terms, followed by two terms of two years each with an represented at that meeting. In such meetings, resolutions
The Supervisory Board notes that, in its opinion, gender is must be adopted by absolute majority of the votes cast.
explanation in the Corporate Governance Statement, is
only one element of diversity, and that experience, In addition, approval of a resolution by the Supervisory
not applied to Mr. de Carvalho, Mr. Das and Mr. Fernández
background, knowledge, skills and insight are equally Board, as referred to in Article 8 paragraph 6 under
Carbajal. In the interest of preserving the core values and
important and relevant criteria in selecting new members a, b and c of the Articles of Association, requires the
the structure of the Heineken Group, the Company does
as is also reflected in its profile. affirmative vote of the Delegated Member.
not apply the maximum appointment period to members
who are related by blood or affinity in the direct line
descent to Mr. A.H. Heineken or who are members of the
Board of Directors of Heineken Holding N.V.
Introduction
Report of the
Executive Board
Report of the
Supervisory Board
Financial
Statements
Sustainability
Review
Other
Information
Heineken N.V.
Annual Report 2022 47
Corporate Governance statement
Decisions to enter into transactions under which Delegated Member As of 1 July 2022, the composition of the Remuneration The Audit Committee may not be chaired by the Chair of
Supervisory Board members have conflicts of interest that The AGM may appoint one of the Supervisory Board Committee has changed and the independence criteria of the Supervisory Board or by a former member of the
are of material significance to the Company and/or the members as Delegated Member. Mr. Das currently acts as best practice provision 2.3.4 are met. For the Selection & Executive Board. At least one member of the Audit
relevant member(s) of the Supervisory Board require the the Delegated Member. The delegation to the Delegated Appointment Committee the independence criteria of Committee shall be a financial expert with relevant
approval of the Supervisory Board. Member does not extend beyond the duties of the best practice provision 2.3.4 are not met. knowledge and experience of financial administration and
Supervisory Board and does not comprise the accounting for listed companies or other large legal entities.
Any such decision shall be published in the Annual Report The Report of the Supervisory Board states the
for the relevant year, along with a reference to the conflict management of the Company. It intends to effect a more composition of the committees, the number of committee The current Chair of the Audit Committee is Mrs. Helmes.
of interest and a declaration that the relevant best intensive supervision and advice and more regular meetings and the main items discussed.
practice provisions of the Code have been complied with. consultation with the Executive Board. Remuneration Committee
Note 13.3 of the 2021 Financial Statements sets out the Preparatory Committee The Remuneration Committee, inter alia, makes the
The Delegated Member has a veto right concerning
related party transactions in 2022. The Preparatory Committee prepares decision-making of proposal to the Supervisory Board for the remuneration
resolutions of the Supervisory Board to approve the
the Supervisory Board on matters not already handled by policy for the Executive Board and Supervisory Board to be
In 2022, no transactions were reported under which a resolutions of the Executive Board referred to in Article 8
any of the other committees, such as in relation to pursued, and makes a proposal for the remuneration of
Supervisory Board member had a conflict of interest that paragraph 6 under a, b and c of the Articles of Association
acquisitions and investments. the individual members of the Executive Board for
was of material significance. of the Company.
adoption by the Supervisory Board.
The current Chair of the Preparatory Committee is Mr. Huët.
Remuneration The role of Delegated Member is consistent with best
The Remuneration Committee may not be chaired by the
practice provision 2.3.8 of the Code, except insofar that Audit Committee
Supervisory Board members receive a fixed annual Chair of the Supervisory Board or by a former member of
the delegation is not temporary but is held for the term for The Audit Committee focuses on supervising the activities
remuneration fee determined by the AGM. the Executive Board. However, given the structure of the
which the member concerned is appointed by the AGM. of the Executive Board with respect to: (i) the operation of Heineken Group and the character of the Board of
More information on the remuneration of Supervisory The Company is of the opinion that the position of the internal risk management and control systems, Directors of Heineken Holding N.V., the regulations of the
Board members can be found in Note 13.3 to the 2022 Delegated Member, which has been in existence since including the enforcement of the relevant primary and Remuneration Committee permit that the Remuneration
Financial Statements. 1952, befits the structure of the Company. secondary legislation and supervising the operation of Committee is chaired by a Supervisory Board member
Committees codes of conduct; (ii) the provision of financial information who is a member of the Board of Directors of Heineken
Resolutions subject to Supervisory Board approval
by the Company; (iii) compliance with recommendations Holding N.V.
Certain resolutions of the Executive Board are subject to The Supervisory Board has five committees: the
and observations of internal and external auditors; (iv) the
the approval of the Supervisory Board. Examples are Preparatory Committee, the Audit Committee, the The current Chair of the Remuneration Committee,
role and functioning of Global Audit, the internal audit
resolutions concerning the operational and financial Remuneration Committee, the Selection & Appointment Mr. Das, is a Non-Executive Director (and Chairman) of
function; (v) the policy of the Company on tax risk
objectives of the Company, the strategy designed to Committee and the Sustainability & Responsibility Heineken Holding N.V.
management; (vi) relations with the external auditor,
achieve the objectives, the parameters to be applied in Committee. The function of these committees is to
including, in particular, its independence, remuneration
relation to the strategy (for example, in respect of the prepare the decision-making of the Supervisory Board.
and any non-audit services for the Company; (vii) the
financial ratios) and corporate social responsibility matters
The Supervisory Board has drawn up regulations for each financing of the Company; and (viii) the applications of
that are relevant to the Company (including the
committee, setting out the role and responsibility of the information and communication technology. The Audit
sustainability strategy).
committee concerned, its composition and the manner in Committee also looks after the provision of sustainability
Also, decisions to enter into transactions under which which it discharges its duties. These regulations are information by the Company.
Executive Board or Supervisory Board members would available on our corporate website.
The Audit Committee acts as the principal contact for the
have conflicts of interest that are of material significance
In 2022, more than half of the members of the Audit external auditor if the external auditor discovers
to the Company and/or to the relevant Executive Board
Committee, were independent within the meaning of irregularities in the content of the financial reporting. The
member/Supervisory Board member require the approval
best practice provision 2.1.8 of the Code. Audit Committee meets with the external auditor as often
of the Supervisory Board.
as it considers necessary, but at least once a year, without
Further reference is made to Article 8 paragraph 6 of the the Executive Board members being present.
Articles of Association, which contains a list of resolutions of
the Executive Board that require Supervisory Board approval.
Introduction
Report of the
Executive Board
Report of the
Supervisory Board
Financial
Statements
Sustainability
Review
Other
Information
Heineken N.V.
Annual Report 2022 48
Corporate Governance statement
Selection & Appointment Committee The current Chair of the Sustainability & Responsibility Right to include items on the agenda Record date
The Selection & Appointment Committee, inter alia: Committee is Mr. Fernández Carbajal. If the Executive Board has been requested in writing not For each AGM, Dutch law provides a record date for the
(i) draws up selection criteria and appointment procedures later than 60 days prior to the date of the AGM to deal exercise of the voting rights and participation in the
General Meeting
for Supervisory Board members and Executive Board with an item by one or more shareholders who solely or meeting, which record date shall be the 28th day prior to
Annually, within six months after the end of the financial
members; (ii) periodically assesses the size and jointly represent at least 1% of the issued capital, the item the date of the meeting. The record date shall be included
year, the AGM shall be held, in which, inter alia, the
composition of the Supervisory Board and the Executive will be included in the convocation or announced in a in the convocation notice, as well as the manner in which
following items shall be brought forward: (i) the discussion
Board, and makes a proposal for a composition profile of similar way. those entitled to attend and/or vote in the meeting can be
of the management report; (ii) the adoption of the
the Supervisory Board as well as a diversity policy; registered and the manner in which they may exercise
Executive Board’s and Supervisory Board’s remuneration A request of a shareholder for an item to be included on
(iii) periodically assesses the functioning of individual their rights.
policy insofar as adjustments to those policies lead to a the agenda of the AGM needs to be substantiated. The
Supervisory Board members and Executive Board
new policy or four years after adoption; (iii) the principles of reasonableness and fairness may allow the Only persons who are shareholders on the record date
members and reports on this to the Supervisory Board;
Remuneration Report of the members of the Executive Executive Board to refuse the request. may participate and vote in the AGM.
(iv) draws up a diversity policy for the composition of the
Board and members of the Supervisory Board; (iv) the
Executive Board, the Supervisory Board and the Executive The Code provides the following in best practice provision Participation in person, by proxy or through
discussion and adoption of the financial statements;
Team; (v) makes proposals for appointments and 4.1.6: “A shareholder should only exercise the right to put electronic communication
(v) the discharge of the members of the Executive Board
re-appointments; (vi) supervises the policy of the Executive items on the agenda after they have consulted with the Each shareholder is entitled, either personally or by proxy
for their management; (vi) the discharge of the members
Board on the selection criteria and appointment management board on this. If one or more shareholders authorised in writing, to attend the AGM, to address the
of the Supervisory Board for their supervision on the
procedures for senior management; and (vii) decides on a intend to request that an item be put on the agenda that meeting and to exercise his or her voting rights.
management; and (vii) the appropriation of profits.
request from Executive Board members to accept a board may result in a change in the Company’s strategy, for
membership of a Large Dutch Entity (as defined above) or According to the Articles of Association, the AGM shall be example as a result of the dismissal of one or several The Executive Board may determine that the powers set
foreign equivalent. held in Amsterdam. The AGM of 2022 was held on management board or supervisory board members, the out in the previous sentence may also be exercised by
21 April 2022 in De La Mar Theatre in Amsterdam. management board should be given the opportunity to means of electronic communication.
The current Chair of the Selection and Appointment
Shareholders could attend in person or virtually. stipulate a reasonable period in which to respond (the If a shareholder wants to exercise his or her rights by proxy
Committee is Mr. Huët.
response time)”. authorised in writing, the written power of attorney must
Sustainability & Responsibility Committee Convocation
The opportunity to stipulate the response time should also be received by the Company no later than on the date
Pursuant to Dutch law, the Executive Board or the
The Sustainability & Responsibility Committee focuses on apply to an intention as referred to above for judicial leave indicated for that purpose in the convocation notice.
Supervisory Board shall convene the AGM with a
supervising the activities of the Executive Board with to call an AGM pursuant to Section 2:110 of the Dutch Through its corporate website, the Company generally
convocation period of at least 42 days (excluding the date
respect to: (i) the environment, including (a) water scarcity, Civil Code. The relevant shareholder should respect the facilitates that shareholders can give electronic
of the meeting, but including the convocation date).
(b) renewable energy, (c) circularity strategy, and response time stipulated by the management board, voting instructions.
(d) carbon impact; (ii) social sustainability, including The Executive Board and the Supervisory Board are within the meaning of best practice provision 4.1.7.
(a) human rights, (b) fair wages and (c) community obliged to convene an AGM upon request of shareholders Attendance list
engagement; (iii) responsible alcohol consumption, individually or collectively owning at least 10% of the If the Executive Board invokes a response time, such Each person entitled to vote or otherwise entitled to
including (a) the regulatory framework, (b) the shares issued. Such meeting shall be held within eight period shall not exceed 180 days from the moment the attend a meeting, or such person’s representative, shall
advancement of responsible consumption, (c) excise weeks of the request and shall deal with the subjects as Executive Board is informed by one or more shareholders have to sign the attendance list, stating the number of
regimes, and (d) external developments; and (iv) the stated by those who wish to hold the meeting, failing of their intention to put an item on the agenda to the day shares and votes represented by such person.
periodic review and evaluation of the Company’s which the shareholders may seek judicial leave to call a of the AGM at which the item is to be dealt with. The
sustainability and responsibility performance and progress general meeting. Executive Board shall use the response time for further
against its objectives, including external reporting and deliberation and constructive consultation. This shall be
relationships with stakeholders; (v) external sustainability monitored by the Supervisory Board. The response time
and responsibility developments relevant for the Company shall be invoked only once for any given AGM and shall
and its reputation; and (vi) such other matters concerning not apply to an item in respect of which the response time
the Company’s sustainability and responsibility matters as has been previously invoked.
the Committee shall see fit and proper or as shall be
referred by the Executive Board or Supervisory Board from
time to time.
Introduction
Report of the
Executive Board
Report of the
Supervisory Board
Financial
Statements
Sustainability
Review
Other
Information
Heineken N.V.
Annual Report 2022 49
Corporate Governance statement
Chairman of the AGM Resolutions to be adopted by the AGM Resolutions on a major change in the identity or character Law on the Conversion of Bearer Shares
The AGM shall be presided over by the Chairman or the The AGM has authority to adopt resolutions concerning, of the Company or enterprise shall be subject to the As of 1 July 2019, the Dutch Law on the Conversion of
Vice-Chairman of the Supervisory Board or, in his absence, inter alia, the following matters: approval of the AGM. This would at least include (a) the Bearer Shares (Wet omzetting aandelen aan toonder) has
by one of the Supervisory Board members present at the transfer of the enterprise or the transfer of practically the entered into effect. All (bearer) shares in the Company’s
– Issue of shares by the Company or rights on shares
meeting, to be designated by them in mutual entire enterprise of the Company to a third-party, (b) the authorised capital have already been registered as per
(and to authorise the Executive Board to resolve that
consultation. If no members of the Supervisory Board are entering into or the termination of a lasting co-operation earlier amendment of the Articles of Association. However,
the Company issues shares or rights on shares)
present, the meeting shall appoint its own chairman. of the Company or a subsidiary with another legal entity there still are share certificates for bearer shares circulating
– Authorisation of the Executive Board to resolve that the or company or a fully liable partner in a limited partnership which are eligible for submission with the Company.
Voting Company acquires its own shares or general partnership, if such co-operation or termination
All resolutions of the AGM shall be adopted by an absolute – Cancellation of shares and reduction of share capital is of fundamental importance to the Company and Pursuant to Dutch law, the Company received 12,037
majority of the votes cast, except for those cases in (c) acquiring or disposing of a participation in the capital certificates for bearer shares without consideration on
– Appointment of Executive Board members 31 December 2020.
which the law or the Articles of Association prescribe a of a company by the Company or a subsidiary amounting
– The remuneration policy for Executive Board members
larger majority. to at least one-third of the amount of assets according to Any holder of certificates for bearer shares submitting its
– Suspension and dismissal of Executive Board members the Company’s consolidated balance sheet plus share certificates with the Company before 2 January
Each share confers the right to one vote. Blank votes shall
– Appointment of Supervisory Board members explanatory notes as laid down in the last adopted 2026, shall receive a corresponding amount of registered
be considered as not having been cast.
– The remuneration policy for Supervisory Board Financial Statements of the Company. shares by the Company as per the transitory provisions
The Executive Board may determine in the convocation members laid down in Article 18 of the Articles of Association.
Article 10 of the EU Take-Over Directive Decree
notice that any vote cast prior to the AGM by means of
– The remuneration of Supervisory Board members Shares Substantial shareholdings
electronic communication shall be deemed to be a vote
cast in the AGM. Such a vote may not be cast prior to the – Suspension and dismissal of Supervisory Board The issued capital of the Company amounts to Pursuant to the Financial Supervision Act (Wet op het
record date. A shareholder who has cast his or her vote members €921,604,180.80, consisting of 576,002,613 shares of financieel toezicht) and the Decree on Disclosure of Major
prior to the AGM by means of electronic communication – Appointment of the Delegated Member of the €1.60 each. Each share carries one vote. The shares are Holdings and Capital Interests in Issuing Institutions
remains entitled, whether or not represented by a holder Supervisory Board listed on Euronext Amsterdam. (Besluit melding zeggenschap en kapitaalbelang in
of a written power of attorney, to participate in the AGM. uitgevende instellingen), the Netherlands Authority for the
– Adoption of the financial statements All shares carry equal rights and are freely transferable
Financial Markets has been notified about the following
Minutes – Granting discharge to Executive and Supervisory Board (unless provided otherwise below).
substantial shareholdings regarding the Company:
The proceedings in the AGM shall be recorded in minutes members
Shares repurchased by the Company for the share-based – Mrs. C.L. de Carvalho-Heineken (indirectly 50.005%; the
taken by a secretary to be designated by the chairman of – Dividend distributions Long-Term Incentive Plan (LTIP) or for any other purpose direct 50.005% shareholder is Heineken Holding N.V.).
the meeting. Upon request, the record of the proceedings – A material change in the corporate governance do not carry any voting rights and dividend rights. Further details can be found in the Annual Report of
of the AGM shall be submitted to shareholders, ultimately structure Heineken Holding N.V.
within three months after the conclusion of the meeting. Shareholders who hold shares on a predetermined record
– Appointment of the external auditor date are entitled to attend and vote at the AGM. The – Voting Trust (FEMSA) (indirectly 8.63%).
– Amendment of the Articles of Association, and record date for the AGM of 20 April 2023 is 28 days
– Liquidation. before the AGM, i.e. on 23 March 2023.
Introduction
Report of the
Executive Board
Report of the
Supervisory Board
Financial
Statements
Sustainability
Review
Other
Information
Heineken N.V.
Annual Report 2022 50
Corporate Governance statement
Restrictions related to shares held by FEMSA Each year, performance shares are awarded to the In exceptional situations, extraordinary share entitlements Appointment and dismissal of Supervisory and
Upon completion (on 30 April 2010) of the acquisition of participants. Depending on the fulfilment of certain may be awarded by the Executive Board to employees. Executive Board members
the beer operations of Fomento Económico Mexicano, predetermined performance conditions during a three- These share entitlements are usually non-performance- Members of the Supervisory Board and the Executive
S.A.B. de C.V. (FEMSA), CB Equity LLP (belonging to the year performance period, the performance shares will vest related and the employees involved are usually entitled to Board are appointed by the AGM on the basis of a non-
FEMSA Group) received Heineken N.V. shares (and and the participants will receive Heineken N.V. shares. receive Heineken N.V. shares after the expiry of a period binding nomination by the Supervisory Board.
Heineken Holding N.V. shares). Pursuant to the Corporate of time.
Shares received by Executive Board members upon vesting The AGM can dismiss members of the Supervisory Board
Governance Agreement of 30 April 2010 concluded under the LTIP are subject to a holding period of five years The shares required for the LTIP, the STIP and the and the Executive Board by a majority of the votes cast,
between the Company, Heineken Holding N.V., L’Arche as from the date of award of the respective performance extraordinary share entitlements will be acquired by the if the subject majority at least represents one-third of the
Green N.V., FEMSA and CB Equity LLP the following applies: shares, which is approximately two years from the Company on the basis of an authorisation granted by the issued capital.
– Subject to certain exceptions, FEMSA, CB Equity LLP, vesting date. AGM and subject to approval of the Supervisory Board of
and any member of the FEMSA Group shall not the Company. Amendment of the Articles of Association
increase its shareholding in Heineken Holding N.V. Under the Short-Term Incentive Plan (STIP) for the The Articles of Association can be amended by resolution
above 20% and shall not increase its holding in the Executive Board, Executive Board members are entitled to Change of control of the AGM in which at least half of the issued capital is
Heineken Group above a maximum of 20% economic receive a cash bonus subject to the fulfilment of There are no important agreements to which the represented and exclusively either at the proposal of the
interest (such capped percentages referred to as the predetermined performance conditions. Company is a party and that will automatically come into Supervisory Board or at the proposal of the Executive
‘Voting Ownership Cap’). Executive Board members are obliged to invest at least force, be amended or be terminated under the condition Board that has been approved by the Supervisory Board,
– Subject to certain exceptions, FEMSA, CB Equity LLP and 25% of their STIP payout in Heineken N.V. shares of a change of control over the Company as a result of a or at the proposal of one or more shareholders
any member of the FEMSA Group may not exercise any (‘investment shares’) to be delivered by the Company; the public offer. representing at least half of the issued capital.
voting rights in respect of any shares beneficially owned maximum they can invest in Heineken N.V. shares is 50% However, the contractual conditions of most of the Acquisition of own shares
by it, if and to the extent that such shares are in excess of their STIP payout (at their discretion). Company’s important financing agreements and notes
of the applicable Voting Ownership Cap. On 21 April 2022, the AGM authorised the Executive
The investment shares (which are acquired by the issued (potentially) entitle the banks and noteholders Board (for the statutory maximum period of 18 months)
– Unless FEMSA’s economic interest in the Heineken respectively to claim early repayment of the amounts
Executive Board members in the year after the year over to acquire own shares subject to the following conditions
Group were to fall below 14%, the current FEMSA borrowed by the Company in the situation of a change
which the STIP payout is calculated) are subject to a and with due observance of the law and the Articles of
control structure were to change or FEMSA were to be of control over the Company (as defined in the
holding period of five years as from 1 January of the year Association (which require the approval of the
subject to a change of control, FEMSA is entitled to respective agreement).
in which the investment shares are acquired. Supervisory Board):
have two representatives on the Company’s Supervisory
Board, one of whom will be Vice-Chairman, who also Executive Board members are entitled to receive one Also, some of the Company’s important joint venture The maximum number of shares which may be acquired
serves as the FEMSA representative on the Board of additional Heineken N.V. share (a ‘matching share’) for agreements provide that in case of a change of control is 10% of the issued capital of the Company as per
Directors of Heineken Holding N.V. each investment share held by them at the end of the over the Company (as defined in the respective 21 April 2022.
respective holding period. agreement), the other party to such agreement may
Share plans exercise its right to purchase the Company’s shares in the Transactions must be executed at a price between the
There is a share-based Long-Term Incentive Plan (LTIP) for The entitlement to receive matching shares shall lapse joint venture, as a result of which the respective joint nominal value of the shares and 110% of the opening
both the Executive Board members and senior upon the termination by the Company of the service venture agreement will terminate. price quoted for the shares in the Official Price List
management. Eligibility for participation in the LTIP by agreements of Mr. Van den Brink and Mr. Van den Broek, (Officiële Prijscourant) of Euronext Amsterdam on the
senior management is based on objective criteria. as the case may be, for an urgent reason (‘dringende date of the transaction or, in the absence of such a price,
reden’) within the meaning of the law or in case of the latest price quoted therein.
dismissal for cause (‘ontslag met gegronde redenen’)
Transactions may be executed on the stock exchange
whereby the cause for dismissal concerns unsatisfactory
or otherwise.
functioning of the Executive Board member.
The authorisation may be used in connection with the LTIP
and the STIP for the members of the Executive Board and
the LTIP for senior management, but may also serve other
purposes, such as acquisitions. A new authorisation will be
submitted for approval at the next AGM on 20 April 2023.
Introduction
Report of the
Executive Board
Report of the
Supervisory Board
Financial
Statements
Sustainability
Review
Other
Information
Heineken N.V.
Annual Report 2022 51
Corporate Governance statement
Issue of shares The Company, in principle, endorses the Code’s principles Statement of the Executive Board This statement cannot be construed as a statement in
On 21 April 2022, the AGM authorised the Executive and applies virtually all best practice provisions. However, This Report of the Executive Board, together with the accordance with the requirements of Section 404 of the
Board (for a period of 18 months) to issue shares or grant given the structure of the Heineken Group and, specifically, Sustainability Review, serves as the management report for US Sarbanes-Oxley Act, which Act is not applicable to
rights to subscribe for shares and to restrict or exclude the relationship between the Company and its controlling the purpose of Section 391, Book 2 of the Dutch Civil Code. Heineken N.V.
shareholders’ pre-emption rights, with due observance of shareholder Heineken Holding N.V., the Company does
In accordance with best practice provision 1.4.3 of the Executive Board
the law and Articles of Association (which require the not (fully) apply the following best practice provisions:
Code, we are of the opinion that: R.G.S. van den Brink
approval of the Supervisory Board). – 2.1.7, 2.1.8, 2.1.10 and 2.3.4: Number of independent
– This report provides sufficient insights into any failings H.P.J. van den Broek
Supervisory Board members as well as number of
The authorisation is limited to 10% of the Company’s in the effectiveness of the internal risk management Amsterdam, 14 February 2023
independent members of the Remuneration and
issued capital as per 21 April 2022. and control systems
Selection & Appointment Committees; in that light the
The authorisation may be used in connection with the Supervisory Board report does not state that best – The aforementioned systems provide reasonable
LTIP and the STIP for the members of the Executive Board practice provisions 2.1.7 through 2.1.9 have been fulfilled assurance that the financial reporting does not contain
and the LTIP for senior management, but may also serve – 2.2.2: Maximum terms of appointment Supervisory any material inaccuracies
other purposes, such as funding of acquisitions. Board members – Based on the current state of affairs, it is justified that the
– 2.3.8: Temporary nature of appointing a delegated financial reporting is prepared on a going concern basis
A new authorisation will be submitted for approval to the
AGM at 20 April 2023. Supervisory Board member – This report states those material risks and uncertainties
that are relevant to the expectation of the Company’s
Compliance with the Code The agreement with Mr. Van den Brink and Mr. Van den
continuity for the period of 12 months after the
Broek with regards to their terms comply with the Code.
On 8 December 2016, the current Code was published, preparation of this report.
which came into effect on 1 January 2017. For more information please see the Remuneration Report. It should be noted that the foregoing does not imply that
The Code can be downloaded at http://www.mccg.nl. these systems and these procedures provide absolute
Other best practice provisions which are not applied relate
assurance as to the realisation of operational and strategic
to the fact that these principles and/or best practice
As stated in the Code, there should be a basic recognition business objectives, or that they can prevent all
provisions are not applicable to the Company:
that corporate governance must be tailored to the misstatements, inaccuracies, errors, fraud and non-
company-specific situation and, therefore, that non- – 2.8.1: This best practice provision situation has not arisen compliance with legislation, rules and regulations.
application of individual provisions by a company may – 3.1.2: sub vii: The Company does not grant options
be justified. on shares For a detailed description of the risk management system
and the principal risks identified, please refer to the Risk
– 4.1.5: This best practice provision relates to shareholders Management section.
– 4.2.6: The Company has no anti-takeover measures
In accordance with Article 5:25c paragraph 2 sub c of the
– 4.3.1: This best practice provision relates to shareholders Financial Markets Supervision Act, we confirm that, to the
– 4.3.4: The Company has no financing preference shares best of our knowledge:
– 4.3.5 and 4.3.6: This best practice provision relates to – the financial statements in this Annual Report 2022
institutional investors give a true and fair view of our assets and liabilities, our
– 4.4: The Company has no depositary receipts of shares, financial position at 31 December 2022, and the results
nor a trust office of our consolidated operations for the financial year
2022; and
– 4.3.3 and 5.1: The Company does not have a one-tier
management structure – the Report of the Executive Board includes a fair review
of the position at 31 December 2022 and the
In respect of transactions with related parties as disclosed development and performance during the financial
in note 13.3, best practice provisions 2.7.3, 2.7.4 and 2.7.5 year 2022 of Heineken N.V. and the undertakings
of the Code have been observed. included in the consolidation taken as a whole, and
describes the principal risks that Heineken N.V. faces.
Introduction
Report of the
Executive Board
Report of the
Supervisory Board
Financial
Statements
Sustainability
Review
Other
Information
Heineken N.V.
Annual Report 2022 52
To the Shareholders
During 2022, the Supervisory Board Supervisory Board composition, skills, Supervisory Board composition
performed its duties in accordance with independence and remuneration Nationality
primary and secondary legislation and Composition
American 20%
the Articles of Association of Heineken The Supervisory Board consists of the following ten
N.V. and supervised and advised the members since the AGM of 2022: Jean-Marc Huët British 10%
(Chairman), José Antonio Fernández Carbajal
Executive Board on an ongoing basis. Dutch 20%
(Vice-Chairman), Maarten Das, Michel de Carvalho,
Financial statements and results appropriation Pamela Mars Wright, Marion Helmes,
German 20%
The Supervisory Board hereby submits to the shareholders Rosemary Ripley, Helen Arnold, Nitin Paranjpe
the financial statements and the report of the Executive and Francisco Josue Camacho Beltrán. Indian 10%
Board for the financial year 2022, as prepared by the
The General Meeting at the Annual General Meeting of Mexican 20%
Executive Board and approved by the Supervisory Board in
Shareholders (AGM) on 21 April 2022 re-appointed
its meeting of 14 February 2023.
Mr. Jean-Marc Huët for a period of two years, re-appointed
Deloitte Accountants B.V. audited the financial Mr. José Antonio Fernández Carbajal and Mrs. Marion Supervisory Board composition
statements. Its report can be found in the Other Helmes for a period of four years and appointed Gender
Information section. Mr. Francisco Josue Camacho Beltrán for a period of
four years. Male 60%
The Supervisory Board recommends that shareholders, in
accordance with the Articles of Association, adopt these Female 40%
financial statements.
The underlying principle of the dividend policy is that Supervisory Board composition
30-40% of net profit before exceptional items and Tenure
amortisation of acquisition-related intangible assets (net
profit beia) is placed at the disposal of shareholders for 0–4 years 50%
distribution as dividend.
5–8 years 20%
The proposed dividend amounts to €1.73 per share of
€1.60 nominal value, of which €0.50 was paid as an 9–12 years n/a
interim dividend on 11 August 2022. >12 years 30%
Introduction
Report of the
Executive Board
Report of the
Supervisory Board
Financial
Statements
Sustainability
Review
Other
Information
Heineken N.V.
Annual Report 2022 53
To the Shareholders
Jean-Marc (J.M.) José Antonio (J.A.) Maarten (M.) Michel (M.R.) Pamela (P.)
Huët Fernández Carbajal Das de Carvalho Mars Wright
1969 Dutch nationality Male 1954 Mexican nationality Male 1948 Dutch nationality Male 1944 British nationality Male 1960 American nationality Female
Appointed in 2014; Chairman (as of 2019); Appointed in 2010; latest re-appointment Appointed in 1994; latest re-appointment Appointed in 1996; latest re-appointment Appointed in 2016; latest re-appointment
latest re-appointment in 2022* in 2022** in 2021** in 2019** in 2020**
Vice-Chairman (as of 2010) Delegated Member (as of 1995)
Profession: Profession: Profession: Profession: Profession:
Company Director Executive Chairman Fomento Económico Lawyer Chairman Capital Generation Partners Company Director
Mexicano S.A.B. de C.V. (FEMSA)
Supervisory board seats (or non-executive Supervisory board seats (or non-executive Supervisory board seats (or non-executive No supervisory board seats (or non-executive Supervisory board seats (or non-executive
board memberships) in Large Dutch Entities***: board memberships) in Large Dutch Entities***: board memberships) in Large Dutch Entities***: board memberships) in Large Dutch Entities*** board memberships) in Large Dutch Entities***:
Vermaat Groep B.V. (Chairman), Picnic Heineken Holding N.V. Heineken Holding N.V. (Chairman) SHV Holdings N.V.
International B.V.
Other positions****: Other positions****: Other positions****: Other positions****: Other positions****:
Canada Goose Incorporated Coca-Cola Fomento Económico Mexicano L’Arche Green N.V. (Chairman); Heineken Holding N.V. (Executive Director), Johns Hopkins International Medicine
S.A.B. de C.V. (Chairman); Tecnológico de L’Arche Holding B.V. L’Arche Green N.V., Koç Holding
Monterrey (Chairman); participates on the
Board of Industrias Peñoles S.A.B. de C.V.; Term
Member of the MIT Corporation, Member of
the Board of Global Advisors of the Council for
Foreign Relations
Marion (M.) Rosemary (R.L.) Helen (I.H.) Nitin (N.) Francisco (F.J.)
Helmes Ripley Arnold Paranjpe Camacho Beltrán
1965 German nationality Female 1954 American nationality Female 1968 German nationality Female 1963 Indian nationality Male 1965 Indian nationality Male
Appointed in 2018; latest re-appointment in Appointed in 2019** Appointed in 2019** Appointed in 2021** Appointed in 2022**
2022**
Profession: Profession: Profession: Profession: Profession:
Company Director Managing Director at NGEN Member of the Executive Board of Chief Transformation Officer and Chief People Chief Corporate Officer at FEMSA
Südzucker Group Officer at Unilever
No supervisory board seats (or non-executive No supervisory board seats (or non-executive No supervisory board seats (or non-executive No supervisory board seats (or non-executive No supervisory board seats (or non-executive
board memberships) in Large Dutch Entities*** board memberships) in Large Dutch Entities*** board memberships) in Large Dutch Entities*** board memberships) in Large Dutch Entities*** board memberships) in Large Dutch Entities***
Other positions****: Other positions****: Other positions****: Other positions****: Other positions****:
Prosiebensat.1 Media SE, Siemens Healthineers Zevia PBC; Ripley Waterfowl Conservancy, TUI AG Hindustan Unilever Ltd (Chairman), Chinmaya Valora Holding AG, Coca-Cola FEMSA,
AG, Lonza Group Ltd Advisory board of the Yale Center for Business Mission Advisory Council S.A.B. de V.C.
and the Environment; CEO and director of
Better World Acquisition Corp
* For a term of two years, in line with the Corporate Governance Code.
** For the maximum term of four years
*** Large Dutch Entities are Dutch N.V.s, B.V.s or Foundations (that are required to prepare annual accounts pursuant to Chapter 9 of Book 2 of the Dutch Civil Code or similar legislation) that meet two of the following criteria (on a consolidated basis) on two consecutive balance sheet dates:
(i) The value of the assets (according to the balance sheet with the explanatory notes and on the basis of acquisition and manufacturing costs) exceeds €20 million;
(ii) The net turnover exceeds €40 million;
(iii) The average number of employees is at least 250.
**** Under ‘Other positions’, other functions are mentioned that may be relevant to the performance of the duties of the Supervisory Board.
Introduction
Report of the
Executive Board
Report of the
Supervisory Board
Financial
Statements
Sustainability
Review
Other
Information
Heineken N.V.
Annual Report 2022 54
To the Shareholders
Skills and
experience
Business
leadership
International
business
Consumer
goods
Finance/
Governance
Marketing/
Innovation
Sustainability
Digital/
Technology
AC – Audit Committee, PC – Preparatory Committee, RC – Remuneration Committee, SAC – Selection & Appointment Committee, SRC – Sustainability & Responsibility Committee
Introduction
Report of the
Executive Board
Report of the
Supervisory Board
Financial
Statements
Sustainability
Review
Other
Information
Heineken N.V.
Annual Report 2022 55
To the Shareholders
The Supervisory Board has a diverse composition in terms Composition and AGM 2023 Independence
of experience, gender, nationality and age. Four out of ten Mr. de Carvalho, Mrs. Ripley and Mrs. Arnold will have The Supervisory Board endorses the principle that the
members are women and eight out of ten members are completed their four-year appointment terms per the end composition of the Supervisory Board shall be such that
non-Dutch. There are six nationalities (American, British, of the AGM on 20 April 2023. its members are able to act critically and independently
Dutch, German, Indian and Mexican) and the age of the of one another and of the Executive Board and any
members ranges between 53 and 78. A non-binding nomination for the re-appointment of
particular interests.
Mr. de Carvalho as member of the Supervisory Board for a
The Supervisory Board is of the opinion that a diversity of period of four years shall be submitted to the 2023 AGM. Given the structure of the Heineken Group, the Company
experience and skills is represented on its board. The Pursuant to best practice provision 2.1.8 of the Code, is of the opinion that, in the context of preserving the
elements of a diverse composition of the Supervisory Mr. de Carvalho, married to Mrs. C.L. de Carvalho-Heineken, continuity of the Heineken Group and ensuring a focus on
Board are laid down in the Diversity Policy of the who holds indirectly more than 10% of the shares in the long-term value creation, it is in its best interest and that of
Supervisory Board, Executive Board and Executive Team as Company, and is an executive director of Heineken Holding its stakeholders that the Supervisory Board includes a fair
per best practice provision 2.1.5 of the Dutch Corporate N.V., does not qualify as ‘independent’. A re-appointment of and adequate representation of persons who are related
Governance Code of 8 December 2016 (the ‘Code’). Mr. de Carvalho for a period of four years is a deviation of by blood or affinity in the direct line of descent to the late
Currently, 40% (i.e. four out of ten) of the Supervisory the maximum appointment term of best practice provision Mr. A.H. Heineken (former Chairman of the Executive
Board members are female. 2.2.2 of the Code. In the interest of preserving the core Board), or who are members of the Board of Directors of
The profile of the Supervisory Board and the Diversity values and the structure of the Heineken Group, the Heineken Holding N.V., even if those persons would not,
Policy of the Supervisory Board, Executive Board and Company does not apply the maximum appointment formally speaking, be considered ‘independent’ within the
Executive Team (available on the Company website) period to members who are related by blood or affinity in meaning of best practice provision 2.1.8 of the Code.
provides that a minimum of 1/3 of the seats of the the direct line of descent to Mr. A.H. Heineken or who are
Currently, the majority of the Supervisory Board (i.e. six of
Supervisory Board shall be held by women and a members of the Board of Directors of Heineken Holding N.V.
its ten members) qualify as “independent” as per best
minimum of 1/3 of the seats shall be held by men. The A non-binding nomination for the re-appointment of practice provision 2.1.8 of the Code.
composition of the Supervisory Board of the Company is Mrs. Ripley as member of the Supervisory Board for a period
compliant with the Diversity Policy and Dutch law. There are four members who in a strictly formal sense do
of four years shall be submitted to the 2023 AGM.
not meet the applicable criteria for being ‘independent’ as
Diversity and gender are important drivers in the selection Mrs. Arnold’s term as Supervisory Board member will end set out in the Code: Mr. de Carvalho (who is the spouse of
process. With reference thereto, the Supervisory Board is at the AGM on 20 April 2023. The Supervisory Board is Mrs. C.L. de Carvalho-Heineken, the daughter of the late
committed to retain an active and open attitude as very grateful for Mrs. Arnold’s commitment and her Mr. A.H. Heineken, and who also is an executive director of
regards selecting female candidates. The Supervisory meaningful contributions to the Supervisory Board and its Heineken Holding N.V.), Mr. Das (who is the Chairman of
Board is keen to embrace diversity at large and considers Audit Committee over the past years. Especially her the Board of Directors of Heineken Holding N.V.),
gender, experience, background, nationality, knowledge, contributions to the Digital and Technology agenda of Mr. Fernández Carbajal (who is a non-executive director of
skills and insight equally important and relevant criteria in the Company have been very valuable. Heineken Holding N.V. and a representative of FEMSA)
selecting new members. More details on the skills and and Camacho Beltrán (who also is a representative of
experience of the various Supervisory Board members are A non-binding nomination for the appointment of
FEMSA). However, the Supervisory Board has ascertained
provided on the previous page. Mr. Hijmans van den Bergh and Mrs. Pardo as members of
that Mr. de Carvalho, Mr. Das, Mr. Fernández Carbajal and
the Supervisory Board for a period of four years.shall be
Mr. Camacho Beltrán in fact act critically and independently.
submitted to the 2023 AGM. With these nominations the
Supervisory Board will grow from ten to eleven members,
in line with the Regulations of the Supervisory Board and
reflecting an increased composition in times of transition.
It is the aim of the Supervisory Board that its composition,
also in terms of skills and expertise, supports the Company
in its goal to future-proof the business and deliver superior
and balanced growth with greater focus on meeting the
needs of consumers and customers.
Introduction
Report of the
Executive Board
Report of the
Supervisory Board
Financial
Statements
Sustainability
Review
Other
Information
Heineken N.V.
Annual Report 2022 56
To the Shareholders
Remuneration In 2022, the following deep dives were conducted: The evaluations were conducted on the basis of individual Audit Committee
The AGM determines the remuneration of the members – The EverGreen 2025 strategy. interviews of the Supervisory Board members with the Composition: Mrs. Helmes (Chairperson), Mr. Huët,
of the Supervisory Board. Details of the remuneration can Chairman. The conversations covered topics such as the Mr. Astaburuaga Sanjinés (until 21 April 2022), Mrs. Arnold
– The impact of COVID-19 and related measures,
be found in Note 13.3 to the Financial Statements. composition and expertise of the Supervisory Board, and Mr. Camacho Beltrán (as of 21 April 2022). Mrs. Ripley
amongst others, to ensure the health and safety of
access to information, frequency and quality of the joined the Audit Committee as of 1 January 2023. The
Meetings and activities of the Supervisory Board employees and pro-actively take business measures and
meetings, leadership developments, quality and timeliness Audit Committee met four times.
mitigations.
During 2022, the Supervisory Board held eight meetings of the meeting materials, and the nature of the topics
with the Executive Board. Most meetings were held – The impact of the war in Ukraine on people, the discussed during meetings. The members collectively have the experience and
in person. organisation and the business. Various meetings financial expertise to supervise the Executive Board in its
focused on the situation, the actions and the future The outcome of the evaluations showed that the activities in relation to the publication of Financial
The agenda for the Supervisory Board regularly included of the Company in Russia. Supervisory Board members indicated that the Board Statements and operation of the internal risk
topics such as the Company’s strategy aimed at long-term continues to be a diverse and well-functioning team. management and control systems, including the risk
– The Global People strategy, including succession
value creation as well as the manner in which the Executive The Supervisory Board reflected on the skills and expertise profile of the Company.
planning, the inclusion and diversity strategy and talent
Board implements the Company’s strategy. Other topics of each member and decided to add a dedicated matrix in
management. This also included a reflection on the The Executive Board attended all meetings, and so did the
discussed were the Company’s culture, the Company’s this Annual Report. A number of suggestions were made
purpose, values and behaviours of the Company. external auditor, the Executive Director Global Audit, as
financial position, the business and financial performance, to further strengthen the Supervisory Board going forward.
acquisitions, large investment proposals, the annual budget – Various business development related projects. A few changes in the set-up of the committees were well as the Senior Director Global Accounting and
and plan, management changes and the internal risk – An update of the operationalisation and progress made implemented to align the skills and expertise of all Risk Management.
management and control system. in the execution of the Brew a Better World members to the right committees. The Executive Director Global Audit has direct access to
strategy 2030. the Audit Committee, primarily through its Chairperson.
During the year, several representatives of senior The Chairman of the Supervisory Board met frequently
management and the Executive Team were invited to give – The strategy to design a competitive and sustainable During the year, the Audit Committee met once with the
with the CEO and kept the Supervisory Board informed.
presentations to the Supervisory Board. supply chain for Europe. external auditors and once with the Executive Director
– The strategy of Global Procurement. An induction programme was set up for Mr. Camacho Global Audit, in both instances without management
The external auditor attended the meeting in which the Beltrán. As part of the programme, Mr. Camacho Beltrán. being present. In addition, the Chairperson of the Audit
– The strategy of Global Commerce, including the global
annual results were discussed. had meetings with several senior leaders and visited the Committee and the Executive Director Global Audit held
sponsorship strategy.
brewery in Zoeterwoude, the Netherlands. regular update meetings during the year.
The Supervisory Board had a two-day meeting in – Digital & Technology, with additional attention placed
Amsterdam, the Netherlands, with the Executive Team to on cybersecurity. Committees The Committee supervises the activities of the Executive
discuss the Company’s strategic priorities. The Supervisory Board has five Committees: the Board with respect to the publication of financial
– An online education in the area of sustainability.
Preparatory Committee, the Audit Committee, the information. The Committee reviews, in the presence of
The Supervisory Board also visited Milan, Italy, where the
Regular Executive Sessions were held without the Selection & Appointment Committee, the Remuneration the Executive Board and the external auditor, the
Management Team of Heineken Italy, the Managing
Executive Board being present. The purpose of these Committee and the Sustainability & Responsibility appropriateness of the half year reporting and the annual
Directors of Serbia and of Switzerland and various other
sessions was to evaluate the Supervisory Board meetings Committee. The terms of reference for the Committees financial statements, focusing on:
senior managers presented an update on business
and, where relevant, further reflect on particular subjects are available on the Company’s website. – The decisions made on the selection and application of
performance and the organisational risks and opportunities.
discussed at the meetings. accounting policies.
In addition, a market visit to customers and consumers Preparatory Committee
provided insights in the local commercial environment. One Executive Session was dedicated to the evaluation of – The reliability and completeness of disclosures.
Composition: Mr. Huët (Chairman), Mr. de Carvalho,
the Supervisory Board relating to the performance, Mr. Das and Mr. Fernández Carbajal. The Preparatory – Compliance with financial, non-financial and other
To ensure permanent education, the Supervisory Board is
working methods, procedures and functioning of the Committee met six times. reporting requirements.
provided with regular deep dives on strategic topics of the
Supervisory Board, its committees and its individual
Company, both in the meetings of the Supervisory Board – Significant judgements, estimates and assumptions
members as well as the functioning of the Executive Board The Committee prepares decision-making by the
and in the meetings of the committees. used in preparing the reports in respect of, among
and its individual members. Supervisory Board on matters not already handled by any
others, accounting for acquisitions and divestments,
of the other committees, such as in relation to acquisitions
the annual impairment test and determining the level
and investments. The Chairman of the Executive Board
of provisions.
also attends the Preparatory Committee meetings.
Introduction
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Report of the
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Financial
Statements
Sustainability
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Other
Information
Heineken N.V.
Annual Report 2022 57
To the Shareholders
At the beginning of the year, the Committee reviews and Selection & Appointment Committee Remuneration Committee Sustainability & Responsibility Committee
approves the audit plans of the external auditor as well as Composition: Mr. Huët (Chairman), Mr. de Carvalho, Composition: Mr. Das (Chairman), Mr. de Carvalho, Composition: Mr. Fernández Carbajal (Chairman),
Global Audit. The Committee focuses mainly on the Mr. Das, Mr. Fernández Carbajal and Mrs. Mars Wright. Mr. Huët, Mrs. Ripley (until 31 December 2022) and Mr. de Carvalho, Mrs. Mars Wright, Mrs. Ripley and
scoping, key risks, staffing and budget. The Selection & Appointment Committee met four times. Mrs. Helmes (as of 1 July 2022). The Remuneration Mr. Paranjpe. The Committee met four times.
Committee met three times.
During the year, the Committee reviews the reports of the In 2022, the following subjects were on the agenda: In 2022, the following subjects were on the agenda:
external auditor and Global Audit. The Committee made recommendations to the – The operationalisation of the Brew a Better World 2030
– The profile, composition and rotation schedule of the
members of the Supervisory Board. This review has Supervisory Board regarding the achievement of the strategy and the progress made against the KPIs across
The Chairperson of the Audit Committee held regular
resulted in recommendations for nominations for 2021 targets and related compensation of the Executive the three key pillars of the strategy, being
update meetings with the CFO and other senior executives.
appointment of two new members of the Supervisory Board and the 2022 target setting of the Executive Board, environmental, social and responsible consumption.
Furthermore, the Committee in 2022 discussed recurring Board at the AGM 2023. that were endorsed by the Supervisory Board. As part of
– Various deep dives within the three pillars, including
topics, such as: the recommendations, the Remuneration Committee took
– The composition of the committees of the Supervisory carbon, water, the Company’s scope 3 footprint and
– The effectiveness and the outcome of the internal note of the Executive Board members’ views with regard
Board, considering the skills and expertise of the various responsible consumption.
control and risk management systems, as well as to the amount and structure of their own remuneration.
members and the focus areas of the various – The Company’s climate risk assessments and strategic
changes made and improvements planned to committees. This review has resulted in various The Remuneration Committee also received a report on considerations based on the standards of the Task
these systems. proposed changes in the committee composition. the status and trends in executive remuneration and Force on Climate-related Financial Disclosures and the
– (Functional) Updates in respect of Global Procurement, – Evaluation of the Supervisory Board and the executive remuneration governance in order to fulfil its anticipated European sustainability legislation.
Global Treasury & Insurance and Global Tax, Pensions, Executive Board. remuneration governance responsibilities. The report – External sustainability developments, including the key
Business Conduct and Global Legal Affairs, as well as aimed, among other things, to review alignment of the sustainability focus areas of investors. An external
Risk Management. Company’s remuneration practices with its remuneration speaker from a renowned bank was asked to share
– A dedicated deep dive in respect of Global Digital & principles, to provide an overview of the Company’s insights.
Technology, including on cybersecurity. competitive remuneration positioning versus the market,
to assess the relation between actual remuneration and – The focus areas, risks and opportunities of the
– Specific updates in the area of sustainability reporting Company in the area of the Brew a Better World
performance, and to update the Committee on executive
and the preparations for the anticipated European strategy for 2023 and beyond.
compensation trends, regulatory developments and views
legislation in this area.
of investors, external stakeholders including public opinion.
– HEINEKEN’s governance, risk and compliance (GRC)
activities, including the HEINEKEN Company Rules and At the AGM 2022, the Company received valuable
the HEINEKEN Code of Business Conduct. feedback from shareholders and shareholder interest
organisations with respect to the Remuneration Report.
– The outcome of the Global Audit activities.
This feedback has been discussed by the Remuneration
– The outcome of the annual Letter of Representation Committee and has been taken into consideration. As a
process and the report from the Integrity Committee result, several changes have been implemented. The
related to fraud reporting and Speak Up policy. details are in the 2022 Remuneration Report, which is
– The evaluation of the external auditor, Deloitte included in this Annual Report.
Accountants B.V. and the proposed re-appointment of
Deloitte Accountants B.V. as auditor for the financial
year 2024. The process for future rotation of the
external auditor was also discussed.
The Chairperson of the Audit Committee informed
the Supervisory Board of the discussions held in the
Audit Committee.
Introduction
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Executive Board
Report of the
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Financial
Statements
Sustainability
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Other
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Heineken N.V.
Annual Report 2022 58
To the Shareholders
Annual statement from the Remuneration Committee Chair Executive Board Remuneration outcomes
In the beginning of the year, the Supervisory Board reviewed the Executive Board’s actual base salary and short-term
Dear Shareholder,
and long-term variable remuneration versus the labour market peer group median. Based on that assessment, the
I am pleased to present to you the HEINEKEN remuneration report for the year 2022, which includes our current Supervisory Board concluded that the Executive Board members would not receive a salary increase in 2022.
remuneration policies for the Executive Board and the Supervisory Board and describes how the policies have been put
As the year progressed, we continued building on our strengths and delivered strong performance against our growth,
into practice during 2022.
profitability, and strategic targets in a challenging business environment. Within this context, the Supervisory Board
HEINEKEN’s remuneration policy continues to reflect our long-standing remuneration principles of supporting the concluded that the formulaic performance outcomes for the 2022 short-term incentives of 168%, as well as the
business strategy, paying for performance, and paying competitively and fairly. The remuneration policy and underlying performance vesting of the 2020-2022 long-term incentive award of 186%, are fair and reflective of the Executive Board’s
principles support our long-term sustainable business growth in the widely diverse markets in which we operate. In true performance and leadership navigating this volatile environment while building a brighter future for HEINEKEN.
addition, the perspective and input of internal and external stakeholders as well as public opinion have been taken into
Supervisory Board Remuneration
consideration in establishing and implementing the remuneration policy.
The Supervisory Board remuneration policy remained unchanged in 2022.
Looking to 2022
Looking to 2023
Linking pay to ESG performance We are not proposing any policy changes for the year ahead.
In 2022, we modified our Executive Board remuneration policy to introduce ESG-related performance measures in the long-
term incentive plan, linking the Executive Board’s long-term remuneration with HEINEKEN’s Sustainability & Responsibility We thank shareholders for their continued support, and I look forward to presenting this remuneration report at the
strategy. The revised policy was submitted to the April 2022 AGM and was adopted with 97.5% of the votes. 2023 AGM.
Three “Brew a Better World” commitments were selected to be included as long-term incentives ESG performance measures
with equal weights: carbon emissions reduction, water efficiency and percentage of women at senior manager level.
Increased level of transparency Maarten Das
The 2021 remuneration report was submitted for an advisory vote to the April 2022 AGM and was approved with 79.5% Chairman of the Remuneration Committee
of the votes. From the shareholder engagement in 2022, we noted the request for an increased level of transparency
around performance conditions for the short-term and long-term incentive plans.
We have acted on this feedback and in this 2022 remuneration report we have added ex-post disclosure of the performance
targets and intervals as well as the actual achievements for each of the performance measures in our Short-term and Long-
term incentives. Additionally, we have added ex-ante disclosure of the performance targets and intervals for the ESG-related
performance measures in our 2022-2024 Long-term incentive plan. We believe this decision reflects HEINEKEN’s belief in
transparent business practices and our commitment to an ongoing, constructive dialogue with our stakeholders.
Introduction
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Financial
Statements
Sustainability
Review
Other
Information
Heineken N.V.
Annual Report 2022 60
Remuneration Report 2022
This Remuneration Report includes five sections: Summary overview of remuneration elements
The Executive Board remuneration policy is simple and transparent in design, and consists of the following key elements:
Part I
Describes the prevailing Executive Board remuneration policy, as adopted by the AGM in 2022, and as it has been Remuneration
implemented in 2022. element Description Strategic role
Part II Base salary – Involves fixed cash compensation – Facilitates attraction and is the
Describes the prevailing Supervisory Board remuneration policy, as adopted by the AGM in 2020, and as it has been – Aims for the median of the labour market peer group basis for competitive pay
implemented in 2022. – Rewards performance of day-
to-day activities
Part III
Short-term – Is based on achievements of annual measures, of which – Drives and rewards sound
Provides details of the Executive Board actual remuneration for performance ending in, or at year-end, 2022.
incentive 75% relate to financial and operational measures for business decisions for the long-
Part IV Heineken N.V. and 25% to individual leadership measures term health of HEINEKEN
Provides details of the Supervisory Board actual remuneration ending in, or at year-end 2022. – Aims, at target level, for the median of the labour market – Aligns Executive Board and
peer group shareholder interests
Part V
– Is partly paid in cash, and partly in investment shares with
Outlines adjustments to the remuneration policy and implementation for 2023.
a holding period of five calendar years:
– the part paid in shares is between 25% and 50% of the
Part I – Executive Board remuneration policy full before-tax Short-term incentive amount, depending
on the individual’s choice whether, and to which extent, to
Remuneration principles
exceed the mandatory 25% share investment
The Executive Board remuneration policy is designed to meet four key principles: – the part in cash is paid net of taxes (i.e. after deduction of
– Support the business strategy withholding tax due on the full before-tax Short-term
We align our remuneration policy with business strategies focused on creating long-term sustainable growth and incentive amount)
shareholder value, while maintaining a tight focus on short-term financial results. – Investment shares are matched on a 1:1 basis after the
holding period
– Pay for performance
We set clear and measurable targets for our short-term and long-term incentive policies, and we pay higher Long-term – Is based on achievements of three-year targets for – Drives and rewards sound
remuneration when targets are exceeded and lower remuneration when targets are not met. incentive Heineken N.V., of which 75% relate to financial measures business decisions for the long-
and 25% relate to ESG measures term health of HEINEKEN
– Pay competitively – Aims, at target level, for the median of the labour market – Aligns Executive Board and
We set target remuneration to be competitive with other relevant multinational corporations of similar size peer group shareholder interests
and complexity. – Is awarded through the vesting of shares, net of taxes (i.e. – Supports Executive Board
– Pay fairly after deduction of withholding tax due on the full before- retention
We set target remuneration to be internally consistent and fair; we regularly review internal pay relativities between tax Long-term incentive amount)
the Executive Board and the wider employee population and aim to achieve consistency and alignment in, amongst – Vested shares are blocked for another two years, to arrive
others, remuneration changes, salary structures and the design of variable compensation where possible. at a five-year holding restriction after the date of the
conditional performance grant
Pensions – Defined Contribution Pension Plan and/or Capital – Provides for employee welfare
Creation Plan and retirement needs
Benefits – Provides a range of benefits, including, but not limited to, – Provides market competitive
company car, fuel and health insurance benefits to aid retention
– Aims to be in line with local market practice
Introduction
Report of the
Executive Board
Report of the
Supervisory Board
Financial
Statements
Sustainability
Review
Other
Information
Heineken N.V.
Annual Report 2022 61
Remuneration Report 2022
Labour market peer group For each performance measure, a threshold, target and maximum performance level is set with the following STI payout,
A global labour market peer group was adopted by the AGM in 2011, and subsequently adjusted in 2012 and 2017. The as a percentage of target payout:
median target remuneration of this peer group is a reference point for the target remuneration of the CEO and CFO.
Each year, the Remuneration Committee validates the peer group to ensure relevance, and recommends adjustments to Threshold performance
the Supervisory Board if needed. For 2022 (and 2021), the peer group consisted of the following companies: 50% of target payout
Target performance
Anheuser-Busch InBev (BE) Diageo (UK) Nestlé (CH) 100% of target payout
Carlsberg (DK) Henkel (DE) Pepsico (US)
Maximum performance
Coca-Cola (US) Kimberly-Clark (US) Pernod Ricard (FR) 200% of target payout.
Colgate-Palmolive (US) Mondelēz International (US) Unilever (NL) For each measure, payout in between these performance levels is on a straight-line basis; below threshold performance
Danone (FR) L’Oréal (FR) the payout is zero, whereas beyond maximum performance it is capped at 200% of payout at target.
In line with policy, 25% of the STI payout is paid out in shares, referred to as investment shares. At their discretion, the
Base salary
Executive Board members have the opportunity to indicate before the end of the performance year whether they wish to
Every year, peer group and base salary levels are reviewed, and the Remuneration Committee may propose adjustments receive up to another 25% of their STI payout in additional investment shares. All investment shares thus received are
to the Supervisory Board. HEINEKEN aims to compensate at median on target remuneration of the peer group. However, then blocked and cannot be sold under any circumstance, including resignation, for five calendar years to link the value of
when changes in base salary are considered, broader factors are taken into account, including but not limited to the the investment shares to long-term Company performance. Withholding tax on the investment shares and on the cash
individual and business performance and the internal pay relativities. part of the STI payout is settled with the cash part at the time of payout. After the blocking period is completed after five
Short-term incentive calendar years, the Company will match the investment shares 1:1 in the first weeks of the following year, i.e. one
matching share is granted for each investment share. As from then, there are no holding requirements on these
The Short-term incentive (STI) is designed to drive and reward the achievements of HEINEKEN’s annual performance
investment shares anymore, and there are no holding requirements on the resulting matching shares that remain after
targets. Through its payout in both cash and investment shares it also drives and rewards sound business decisions for
withholding tax on these shares.
HEINEKEN’s long-term health while aligning Executive Board and shareholder interests at the same time. The target STI
opportunities for 2022 are 140% of base salary for the CEO and 100% of base salary for the CFO. These percentage According to plan rules, matching entitlements will be forfeited in case of dismissal by the Company for an urgent reason
opportunities are well aligned with the labour market peer group medians. within the meaning of the law (‘dringende reden’), or in case of dismissal for cause (‘gegronde reden’), whereby the cause
for dismissal concerns unsatisfactory functioning of the Executive Board member. With this ‘deferral-and-matching’
The STI opportunities are for a weighted 75% based on financial and operational measures for Heineken N.V., and for a
proposition a significant share ownership by the Executive Board is ensured, creating an increased alignment with the
weighted 25% on individual leadership measures. At the beginning of each year, the Supervisory Board establishes the
interests of shareholders. The Supervisory Board has the power to revise the amount of the STI payout to an appropriate
performance measures, their relative weights and corresponding targets based on HEINEKEN’s business priorities for that
amount if the STI payout that would have been payable in accordance with the agreed payment schedule would be
year. The Supervisory Board ensures that a balanced mix of financial, operational and individual performance measures
unacceptable according to standards of reasonableness and fairness. The Supervisory Board is entitled to claw back all or
is selected, which incentivises executives to achieve our annual business strategy and the growth of shareholder value.
part of the STI payout (in cash, investment shares or matching shares) insofar as it has been made on the basis of
The financial and operational measures and their relative weights are reported in the Remuneration Report upfront (ex- incorrect information about achieving the performance conditions.
ante); the numerical performance targets are only disclosed after the close of the financial year (ex-post) as they are
considered to be commercially sensitive. In the first weeks of the following year, the Supervisory Board reviews the
Company and individual performance against the pre-set targets, and approves the STI payout levels based on the
performance achieved. The performance on the financial measures will be reported on actual measure achievement
results (cf. Part III).
The STI payout for 2022 is subject to four performance measures: Organic Net Revenue Growth (weight: 35%), Organic
Operating Profit beia Growth (weight: 15%), Free Operating Cash Flow (weight: 25%) and Individual Leadership
measures (weight: 25%). The Individual leadership measures are a mix of quantitative and qualitative measures focused
on the implementation of HEINEKEN’s strategy. The STI payout for 2023 will be subject to four performance measures:
Organic Net Revenue Growth (weight: 35%), Organic Operating Profit beia Growth (weight: 15%), Free Operating Cash
Flow (weight: 25%) and Individual Leadership measures (weight: 25%). The individual leadership objectives will be tied to
achievement of our EverGreen strategy. The detailed individual leadership objectives will be included in the annual report
as of 2023.
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Financial
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Annual Report 2022 62
Remuneration Report 2022
Long-term incentive For each performance measure, a threshold, target and maximum performance level is set with the following
The Long-term incentive (LTI) is designed to drive and reward sound business decisions for HEINEKEN’s long-term health, performance share vesting schedule:
and to align the Executive Board with shareholder interests by linking rewards to HEINEKEN’s share price performance. Threshold performance
The target LTI opportunities for 2022 are 150% of base salary for the CEO and 125% of base salary for the CFO. 50% of performance shares vests
Each year, a target number of performance shares is conditionally granted based on the aforementioned target LTI Target performance
opportunity percentage of that year, the base salary of that year, and the closing share price of 31 December of the
100% of performance shares vests
preceding year.
HEINEKEN’s strong and long-standing ambition regarding Sustainability & Responsibility is clearly reflected in our Maximum performance
EverGreen strategy and related Brew a Better World (“BaBW”) commitments. At the 2022 AGM, the Supervisory Board 200% of performance shares vests.
proposed to introduce a set of ESG-related performance measures to the Long-term incentive plan, directly linking the For each measure, vesting in between these performance levels is on a straight-line basis; below threshold performance
Executive Board’s long-term remuneration with HEINEKEN’s Sustainability & Responsibility strategy. Three BaBW the vesting is zero, whereas beyond maximum performance it is capped at 200% of vesting at target.
commitments were selected to be included as performance measures: carbon emissions reduction, water efficiency, and
percentage of women at senior manager level. The proposal to include these measures in place of the Operating Profit The Supervisory Board has the power to revise the amount of performance shares that will vest to an appropriate
performance measure in the Long-term incentive plan was adopted with 97.49% of the votes. number if the number of performance shares that would have vested under the agreed vesting schedule would be
unacceptable according to standards of reasonableness and fairness. The Supervisory Board is entitled to claw back all or
The vesting of the performance shares is contingent on HEINEKEN’s performance over a period of three years on a list of part of the shares transferred to the Executive Board members upon vesting (or the value thereof) insofar as vesting
performance measures below. occurred on the basis of incorrect information about achieving the performance conditions. The vested performance
Organic Net Revenue Growth (25%) shares that remain after withholding tax are subject to an additional holding restriction of two years, to arrive at a five-
To drive top line growth year holding restriction after the date of the conditional performance grant.
In the first weeks following the end of the performance period, the Supervisory Board reviews the Company’s
performance against the pre-determined targets, and approves the LTI vesting based on the performance achieved.
The performance on both the financial and ESG-related measures will be reported on actual measure achievement Below threshold At threshold At target At/beyond max
results (cf. Part III). performance performance performance performance
Part III – The Executive Board actual remuneration for performance ending in, or at year-end, 2022
The following table provides an overview of the Executive Board actual remuneration that became unconditional in, or at year-end, 2022. For disclosures in line with IFRS reporting requirements, which are ‘accrual-based’ over earning/performance
periods and partly depend on estimations/assumptions, see note 13.3 ‘Related parties’ on page 116. The Supervisory Board conducted a scenario analysis with respect to possible outcomes of the variable remuneration disclosed in this section.
ad (1) – Base salary The specific objectives underlying the Individual leadership measures will be disclosed in the annual report as of 2023.
These base salaries have been paid to the members of the Executive Board for 2022..
The resulting STI payout for 2022 is 168% of payout at target level for both members of the Executive Board. In line with
ad (2) – 2022 Short-term incentive policy, 25% of the STI payout is paid out in investment shares against the closing share price of 15 February 2022, the
The 2022 Short-term incentive (STI) relates to the performance year 2022, and becomes payable in 2023. The STI for publication date of these financial statements. In addition, the Executive Board members have had the opportunity to
2022 was subject to four performance measures: Organic Net Revenue Growth (weight: 35%), Organic Operating Profit indicate before the end of the 2022 performance year whether they wished to receive up to another 25% of their STI
beia Growth (weight: 15%), Free Operating Cash Flow (weight: 25%) and Individual leadership measures (weight: 25%). payout in additional investment shares; for 2022 the Executive Board members elected to receive an additional 25%
The following table shows the performance targets and intervals, as well as the actuals achievements as determined by investment shares beyond the mandatory 25% share investment. The investment shares are restricted for sale for five
the Supervisory Board for each of these measures: calendar years, after which they are matched 1:1 by matching shares. Revision and clawback provisions apply to this
Short-term incentive, including the related matching share entitlement. The table below provides an overview of the
Performance Measures Weight Threshold Target Maximum Achievement Payout investment shares at year-end that were awarded as part of STI payouts in the past, and that have remained blocked
Organic Net Revenue Growth (%) 35 % 10.0% 15.0% 20.0% 21.2% 200 % and await 1:1 matching by the Company, provided the conditions thereto are met. Only when the holding period of the
investment shares has been completed, will the matching share entitlements be converted into shares and transferred to
Operating Profit beia Growth (%) 15 % 10.0% 20.0% 30.0% 24.0% 140 %
the recipient.
Free Operating Cash Flow (€ m) 25 % 2,000 2,150 2,500 2,409 174 %
Individual leadership measures 25 % – – – – 134 %
Total 100 % 168 %
% of STI Value of
STI payout No. of investment shares End of Value of investment
payout invested Award investment as of the award blocking shares as of 31.12.20221
for in shares date shares awarded date in € period in €
Van den Brink 2022 50 % 15.02.2023 t.b.d. c.a. 1,470,000 31.12.2027 n.a.
2021 50 % 16.02.2022 16,327 1,583,719 31.12.2026 1,434,817
2020 n.a. n.a. — — n.a. n.a.
Van den Broek 2022 50 % 15.02.2023 t.b.d. c.a. 714,000 31.12.2027 n.a.
2021 50 % 16.02.2022 4,626 448,722 31.12.2026 406,533
1 The share price as of 31 December 2022 is €87.88.
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Annual Report 2022 66
Remuneration Report 2022
ad (3) – 2020-2022 Long-term incentive: number of performance shares vesting As a result, the vesting of the LTI grant for performance period 2020-2022 will be equal to 186% of the vesting at target
The 2020-2022 Long-term incentive (LTI) relates to the performance period 2020-2022 and vests shortly after 15 level. For the CEO, this performance implies that 22,588 shares will vest shortly after 15 February 2023, as a result of the
February 20223 the publication date of these financial statements. The vesting of the LTI award for performance period 12,144 conditional performance shares granted to him in 2020 as CEO and Member of the Executive Board in 2020.
2020-2022 is subject to Heineken N.V. performance on four financial measures with equal weight. The following table The resulting share award are defined in before-tax terms (i.e. before deduction of withholding tax due). Revision and
shows the performance targets and intervals, as well as the actuals achievements as determined by the Supervisory clawback provisions apply to this award.
Board for each of these measures:
The table below provides an overview of outstanding LTI awards (awards granted but not yet vested, or awards vested but still blocked) as of 31 December 2022.
Value of
No. of shares No. of shares No. of shares unvested or
conditionally Value of shares vesting on the vesting on the blocked shares
Grant granted at conditionally Vesting vesting date3 vesting date4 End of as of 31.12.20225
date target level1 granted in € date2 (before tax) (after tax) blocking period in €
Van den Brink 2022 18,967 1,875,078 02.2025 t.b.d. t.b.d. 17.02.2027 885,567
2021 20,555 1,875,027 02.2024 t.b.d. t.b.d. 15.02.2026 959,650
2020 12,144 1,021,310 15.02.2023 22,588 12,000 14.02.2025 1,054,560
Van den Broek 2022 10,748 1,062,547 02.2025 t.b.d. t.b.d. 17.02.2027 501,795
2021 10,030 914,937 02.2024 t.b.d. t.b.d. 15.02.2026 468,225 ,
1 Determined according to plan rules, using the closing share price of 31 December of the year preceding the grant date.
2 The vesting date is shortly after the publication of the financial statements after completion of the performance period.
3 Vested shares are disclosed in before-tax terms (i.e. before deduction of withholding tax due).
4 Vested shares are disclosed in after-tax terms (i.e. after deduction of withholding tax due).
5 The value for the grants in 2020 is based on the actual number of shares vesting on the vesting date after tax withholding, i.e. after applying the relevant income tax rate, whereas the value for the grants in 2021 and 2022 is based on the number of performance shares conditionally granted at target level (since the number of
performance shares vesting is yet unknown) after applying the currently prevailing income tax rate. The share price as of 31 December 2022 is €87.88.
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Remuneration Report 2022
ad (4) – 2020-2022 Long-term incentive: value of performance shares vesting ad (7) – Pension cost
The value of performance shares vesting is based on the share price as of 31 December 2022 of €87.88. The pension costs involve the employer contributions paid in the Capital Creation Plan as well as the employer
contributions to the risk insurances for death and disability.
ad (5) – Number of matching entitlements vesting
These entries refer to the number of matching share entitlements that vested after year-end 2022, as a result of the ad (8) – Extraordinary share awards
investment in shares of part of the STI payout for performance year 2017, and holding on to these investment shares The table below provides an overview of Extraordinary Share grants as of 31 December 2022.
until year-end 2022. Since neither Mr. Van den Brink nor Mr. Van den Broek were part of Executive board in 2017, no
As compensation to buy out lost long-term incentive remuneration that Mr. Van den Broek held with his previous
matching shares entitlements vested after year-end 2022 .
employer, an Extraordinary Share Award of 39,466 shares of Heineken N.V. (gross) was granted as of the moment of
ad (6) – Value of matching entitlements vesting appointment as member of the Executive Board and of CFO by the Annual General Meeting. This is a time-vested
The value of matching share entitlements vesting is based on the share price as of 31 December 2022 of €87.88. Since conditional grant, and 13,155 shares vested on 1 June 2022. The remainder of the award is subject to time vesting over
neither Mr. Van den Brink nor Mr. Van den Broek were part of Executive board in 2017, no matching shares entitlements a period of two years. In line with the retention requisite of Best Practice provision 3.1.2 of the Dutch Corporate
vested after year-end 2022 . Governance Code, Mr. Van den Broek has an obligation to retain and hold the shares for a period of five years as from
the date of award. This holding period continues to apply in respect of vested shares after termination of the Assignment
Agreement for whatever reason.
Value of unvested or
Value of shares blocked shares as of
No. of the shares conditionally granted as No. of shares vesting on 31.12.2022
Award Grant date granted1 of the grant date in € Vesting date the vesting date2 End of blocking period in €
Van den Broek Extraordinary share award 01.06.2021 6,578 642,144 01.06.2021 3,321 01.06.2026 291,849
Extraordinary share award 01.06.2021 13,155 1,284,191 01.06.2022 6,643 01.06.2026 583,787
Extraordinary share award 01.06.2021 13,155 1,284,191 01.06.2023 t.b.d. 01.06.2026 583,787
Extraordinary share award 01.06.2021 6,578 642,144 01.03.2024 t.b.d. 01.06.2026 291,849
1 The ‘Number of shares granted’ refers to the grant in before-tax terms (i.e. before tax withholding).
2 Vested shares are disclosed in after-tax terms (i.e. after deduction of withholding tax due).
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Annual Report 2022 68
Remuneration Report 2022
Part IV – The Supervisory Board actual remuneration for performance ending in, or at year-end, 2022
In alignment with the Supervisory Board remuneration policy the Members of the Supervisory Board receive a fixed remuneration for their services. Members are also compensated for intercontinental travel required to exercise their
role.The following table provides an overview of the Supervisory Board actual remuneration for year-end, 2022. In alignment with IFRS reporting requirements, this disclosure can also be found in note 13.3 Related Parties.
For the year ended 31 December For the year ended 31 December
In millions of € Note 2022 2021 In millions of € Note 2022 2021
Revenue 6.1 34,676 26,583 Profit 3,039 3,535
Excise tax expense 6.1 (5,957) (4,642) Other comprehensive income, net of tax:
Net revenue 6.1 28,719 21,941 Items that will not be reclassified to profit or loss:
Other income 6.2 147 1,521 Remeasurement of post-retirement obligations 12.3 63 210
Raw materials, consumables and services 6.3 (18,618) (13,535) Net change in fair value through OCI investments 12.3 15 9
Personnel expenses 6.4 (4,079) (3,485) Items that may be subsequently reclassified to profit or loss:
Amortisation, depreciation and impairments 6.6 (1,886) (1,959) Currency translation differences 5(b)/12.3 437 1,033
Total other expenses (24,583) (18,979) Change in fair value of net investment hedges 12.3 (62) (54)
Operating profit 4,283 4,483 Change in fair value of cash flow hedges 12.3 (142) 97
Interest income 11.1 74 49 Cash flow hedges reclassified to profit or loss 12.3 38 (3)
Interest expenses 11.1 (458) (462) Cost of hedging 11.6/12.3 (1) (6)
Other net finance income/(expenses) 11.1 48 14 Share of other comprehensive income of associates/joint ventures 10.3/12.3 (46) 54
Net finance expenses (336) (399) Other comprehensive income, net of tax 12.3 302 1,340
Share of profit of associates and joint ventures 10.3 223 250 Total comprehensive income 3,341 4,875
Profit before income tax 4,170 4,334 Attributable to:
Income tax expense 12.1 (1,131) (799) Shareholders of the Company 3,039 4,562
Profit 3,039 3,535 Non-controlling interests 302 313
Attributable to: Total comprehensive income 3,341 4,875
Shareholders of the Company (net profit) 2,682 3,324
Non-controlling interests 357 211
Profit 3,039 3,535
As at 31 December
In millions of € Note 2022 2021 In millions of € Note 2022 2021
Intangible assets 8.1 21,408 20,762 Shareholders' equity 11.4 19,551 17,356
Property, plant and equipment 8.2 13,623 12,401 Non-controlling interests 11.4 2,369 2,344
Investments in associates and joint ventures 10.3 4,296 4,148 Total equity 21,920 19,700
Loans and advances to customers 8.3 216 209
Deferred tax assets 12.2 618 682 Borrowings 11.3 12,893 13,640
Other non-current assets 8.4 1,230 1,070 Post-retirement obligations 9.1 568 668
Total non-current assets 41,391 39,272 Provisions 9.2 572 636
Deferred tax liabilities 12.2 2,138 1,971
Inventories 7.1 3,250 2,438 Other non-current liabilities 11.6 125 141
Trade and other receivables 7.2 4,531 3,662 Total non-current liabilities 16,296 17,056
Current tax assets 84 97
Derivative assets 11.6 70 96 Borrowings 11.2/11.3 3,484 3,233
Cash and cash equivalents 11.2 2,765 3,248 Trade and other payables 7.3 9,283 7,750
Assets classified as held for sale 10.2 315 37 Returnable packaging deposits 7.4 545 476
Total current assets 11,015 9,578 Provisions 9.2 226 301
Current tax liabilities 352 268
Derivative liabilities 11.6 119 46
Liabilities associated with assets classified as held for sale 10.2 181 20
Total current liabilities 14,190 12,094
Total assets 52,406 48,850 Total equity and liabilities 52,406 48,850
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Annual Report 2022 73
Consolidated Statement of Cash Flows
(b) Upcoming changes in accounting policies for 2023 Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are re-translated
No new standards or amendments to existing standards, effective in 2023, will have a significant impact on HEINEKEN 's to the functional currency at the exchange rate at the date that the fair value was determined. Non-monetary items in a
consolidated financial statements. foreign currency that are measured at cost are translated into the functional currency at the exchange rate at the
transaction date.
Foreign operations
The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, and of
intercompany loans with a permanent nature (quasi-equity) are translated to Euro at the exchange rates at the reporting
date. The income and expenses of foreign operations are translated to Euro at the exchange rates that approximates the
exchange rates ruling at the dates of the transactions, except for foreign operations in hyperinflationary economies.
Foreign currency differences are recognised in other comprehensive income and are presented within equity in the
translation reserve. However, if the operation is not a wholly-owned subsidiary, the relevant proportionate share of the
translation difference is allocated to the non-controlling interests. The cumulative amount in the translation reserve is
(either fully or partly) reclassified to the income statement upon disposal (either fully or partly) or liquidation.
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Annual Report 2022 77
Notes to the Consolidated Financial Statements
6. Operating activities
6.1 Operating segments
HEINEKEN distinguishes five reportable segments: Europe; Americas; Africa, Middle East & Eastern Europe; Asia Pacific and Head Office & Other/Eliminations. Information about these reportable segments are provided in the table below:
Africa, Middle East & Head Office &
Europe Americas Eastern Europe Asia Pacific Other/Eliminations Consolidated
In millions of € Note 2022 2021 2022 2021 2022 2021 2022 2021 2022 2021 2022 2021
Net revenue (beia)1 11,362 9,494 9,421 7,226 4,005 3,159 4,652 2,764 (746) (744) 28,694 21,901
Third party revenue2 13,461 11,444 9,608 7,372 4,868 3,828 6,706 3,926 33 13 34,676 26,583
Interregional revenue 761 724 18 28 — — — 5 (779) (757) — —
Revenue 14,222 12,168 9,626 7,400 4,868 3,828 6,706 3,931 (746) (744) 34,676 26,583
Excise tax expense3 (2,860) (2,638) (205) (174) (838) (664) (2,054) (1,166) — — (5,957) (4,642)
Net revenue 11,362 9,530 9,421 7,226 4,030 3,164 4,652 2,765 (746) (744) 28,719 21,941
Other income 6.2 117 31 9 207 20 12 — 1,271 1 — 147 1,521
Operating profit 1,154 1,156 1,359 1,217 391 414 1,293 1,850 86 (154) 4,283 4,483
Segment liabilities 4,475 3,860 3,211 2,547 1,791 1,566 1,534 1,330 2,424 1,892 13,435 11,195
Unallocated liabilities 17,051 17,955
Total equity 21,920 19,700
Total equity and liabilities 52,406 48,850
Purchase of owned property, plant and equipment 8.2 653 441 748 523 516 338 184 180 18 14 2,119 1,496
Acquisition of goodwill 8.1 106 12 — — — — 3 632 — — 109 644
Purchases of intangible assets 8.1 75 57 33 34 4 7 11 30 97 145 220 273
Depreciation of owned property, plant and equipment 8.2 (514) (515) (349) (296) (269) (234) (165) (140) (13) (10) (1,310) (1,195)
Impairment (net of reversal) of owned property, plant and
equipment and assets classified as held for sale 8.2, 10.2 (7) (1) (1) (15) (89) — 36 — — — (61) (16)
Amortisation of intangible assets 8.1 (89) (82) (102) (88) (9) (8) (205) (168) (40) (43) (445) (389)
Impairment (net of reversal) of intangible assets 8.1 (1) (2) — (70) — — 190 — — — 189 (72)
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Notes to the Consolidated Financial Statements
– €333 million (2021: €286 million) of amortisation of acquisition-related intangibles recorded in operating profit. Segment results, assets and liabilities that are reported to the Executive Board include items directly attributable to a
– €114 million net benefit (2021: €1,355 million net benefit) of exceptional items recorded in operating profit. segment as well as those that can be allocated on a reasonable basis. Unallocated result items comprise net finance
This includes: expenses and income tax expenses. Unallocated assets mainly comprise deferred tax assets.
– a net reversal of impairments of €132 million, including an impairment reversal of €234 million for Papua New Segment capital expenditure is the total cost incurred during the period to acquire property, plant and equipment and
Guinea and an impairment of €88 million for Russia (total net impairments in 2021: €108 million) intangible assets other than goodwill.
– net restructuring expenses of €70 million (2021: €32 million)
Performance is measured based on operating profit (beia), as included in the internal management reports that are
– €44 million exceptional net benefit recorded as reduction in marketing expense related to tax credits in Brazil
reviewed by the Executive Board. Beia stands for 'before exceptional items and amortisation of acquisition-related
(2021:€187 million exceptional net benefit recorded in other income related to tax credits in Brazil)
intangibles'. Exceptional items are defined as items of income and expense of such size, nature or incidence, that in the
– €44 million exceptional expense recorded relating to hyperinflation accounting adjustment in Ethiopia (2021: nil)
view of management their disclosure is relevant to explain the performance of HEINEKEN for the period. Exceptional
– €52 million of other net exceptional benefit (2021: €1,308 million other exceptional net benefit, including
items include, among others, impairments of goodwill and fixed assets (and reversal of impairments), gains and losses
€1,270 million gain on previously-held equity interest in UBL)
from acquisitions and disposals, redundancy costs following a restructuring, past service costs and curtailments,
hyperinflation accounting adjustments, the tax impact on exceptional items and tax rate changes (the one-off impact on
deferred tax positions).
Accounting estimates and judgements
Operating profit and operating profit (beia) are not financial measures calculated in accordance with IFRS. Operating
Due to the complexity and variety in tax legislation, significant judgement is applied in the assessment of whether excise
profit (beia) is used to measure performance as management believes that this measurement is the most relevant in
tax expenses are borne by HEINEKEN or collected on behalf of third parties.
evaluating the results of the segments. Beia adjustments are also applied to other metrics. The presentation of these
HEINEKEN makes estimates when determining discount accruals in revenue at year-end, specifically for conditional financial measures may not be comparable to similarly titled measures reported by other companies due to differences
discounts. Refer to note 7.3 for more explanation on how discount accruals are estimated. in the ways the measures are calculated.
HEINEKEN has multiple distribution models to deliver goods to end customers. There is no reliance on major clients.
Deliveries to end consumers are country dependent and include deliveries via own wholesalers and pubs, direct to
customers and via third-party distribution. As such, distribution models are country-specific and diverse across HEINEKEN.
In addition, these various distribution models are not centrally managed or monitored. Consequently, the Executive
Board does not allocate resources or assess performance based on business type information. Accordingly, no segment
information on business type is provided.
Inter-segment transfers or transactions are determined on an arm’s length basis. As net finance expenses and income tax
expenses are monitored on a consolidated level (and not on an individual regional basis) and Regional Presidents are not
accountable for that, net finance expenses and income tax expenses are not provided for the reportable segments.
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Notes to the Consolidated Financial Statements
Other revenues include rental income from pubs and bars, royalties, income from wholesale activities, pub management To provide transparency on the impact of the accounting for excise, HEINEKEN presents the excise tax expense on a
services and technical services to third parties. Royalties are sales-based and recognised in profit or loss (consolidated separate line below revenue in the consolidated income statement. A subtotal called 'Net revenue' is therefore included in
income statement) on an accrual basis in accordance with the relevant agreement. Rental income, income from the Income Statement. This 'Net revenue' subtotal is 'revenue' as defined in IFRS 15 (after discounts) minus the excise tax
wholesale activities, pub management services and technical services are recognised in profit or loss when the services expense for those countries where the excise is borne by HEINEKEN.
have been delivered.
Discounts
HEINEKEN uses different types of discounts depending on the nature of the customer. Some discounts are unconditional,
like cash discounts, early payment discounts and temporary promotional discounts. Unconditional discounts are
recognised at the same moment of the related sales transaction.
HEINEKEN also provides conditional discounts to customers. These contractually agreed conditions include volume and
promotional rebates. Conditional discounts are recognised based on estimated target realisation. The estimation is
based on accumulated experience supported by historical and current sales information. A discount accrual is recognised
at each reporting date for discounts payable to customers based on their expected or actual volume up to that date.
Other discounts include listing and shelving visibility fees charged by the customer whereby the payments to customers
are closely related to the volumes sold. HEINEKEN assesses the substance of contracts with customers to determine the
classification of payments to customers as either discounts or marketing expenses.
Discounts are accounted for as a reduction of revenue. Only when these payments to customers relate to a distinct
service, the amount is classified as operating expense.
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Annual Report 2022 82
Notes to the Consolidated Financial Statements
Accounting policies
Expenses are recognised based on accrual accounting. This means that expenses are recognised when the product is
received or the service is provided regardless of when cash outflow takes place. Costs related to power purchase
agreements are included as part of 'Energy and water'.
1 PIS/COFINS: PIS (Program of Social Integration) and COFINS (Contribution for the Financing of Social Security) are federal sales taxes based on turnover of
companies
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Notes to the Consolidated Financial Statements
Property, plant and equipment include depreciation and impairment of ROU assets of €254 million (2021: €276 million).
7. Working capital
Assets classified as held for sale relate to an impairment loss related to Russia disposal group classified as held for sale, 7.1 Inventories
refer to note 10.2. Inventories include raw and packaging materials, work in progress, spare parts, goods for resale and finished products.
For more information on impairment losses, refer to note 8.2. In millions of € 2022 2021
Raw materials 619 445
Work in progress 364 324
Accounting policies
Refer to note 8.1 for the accounting policy on impairments and amortisation, and to note 8.2 for the policy on depreciation. Finished products 598 499
Goods for resale 530 396
6.7 Earnings per share Non-returnable packaging 548 338
The calculation of earnings per share (EPS) for the period ended 31 December 2022 is based on the profit attributable to Other inventories and spare parts 591 436
the shareholders of the Company (net profit) and the weighted average number of shares outstanding (basic and
diluted) during the year ended 31 December 2022. 3,250 2,438
In € per share (basic or diluted) for the period ended 31 December 2022 2021 In 2022, the change in inventories written off to net realisable value was €9 million, release (2021: €11 million, write off).
Basic earnings per share 4.66 5.77
Diluted earnings per share 4.65 5.77
Accounting policies
Refer to the table below for the information used in the calculation of the basic and diluted earnings per share. Inventories are measured at the lower of cost and net realisable value. The cost of inventories is based on a weighted
average cost and includes expenditure incurred in acquiring the inventories, production or conversion costs and other
Weighted average number of shares – basic and diluted costs incurred in bringing them to their existing location and condition. Cost of inventories are generally updated on
2022 2021 annual basis except if a structural change is identified during the period such as the impact of inflationary pressure on
Total number of shares issued 576,002,613 576,002,613 input costs.
Effect of own shares held (439,108) (262,344) Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of
completion and selling expenses.
Weighted average number of basic shares outstanding for the year 575,563,505 575,740,269
Dilutive effect of share-based payment plan obligations 462,616 229,127
Weighted average number of diluted shares outstanding for the year 576,026,120 575,969,395
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Notes to the Consolidated Financial Statements
1,000
In millions of €
44 50 4 488
454
500
(47) (12) (5)
0
Balance as Changes in Addition to Allowance Allowance Other Effect of Balance as
at 1 consolidation allowance used released movements at 31
January in exchange December
rates
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Notes to the Consolidated Financial Statements
In 2022, the increase in trade payables is mainly due to inflation in commodity prices related to raw materials and
increased prices for transport.
Accounting estimates
The main accounting estimate relating to returnable packaging materials is determining the returnable packaging
Accounting estimates materials in the market and the expected return thereof. This is based on circulation times and losses of returnable
packaging materials in the market.
HEINEKEN makes estimates in the determination of discount accruals. When discounts are provided to customers, these
reduce the transaction price and consequently the revenue. The conditional discounts in revenue (refer to note 6.1) are
estimated based on accumulated experience supported by historical and current sales information. Expected sales volumes
are determined taking into account (historical) sales patterns and other relevant information. A discount accrual is recognised Accounting policies
for expected volume and discounts due to customers in relation to sales made until the end of the reporting period. Returnable packaging materials
Returnable packaging materials may be classified as property, plant and equipment or inventory. The classification
mainly depends on whether ownership is transferred and if HEINEKEN has the legal or constructive obligation to buy
Accounting policies back the materials.
Trade and other payables are initially measured at fair value and subsequently at amortised cost. Trade payables are Refer to note 8.2 for the general accounting policy on property, plant and equipment. Specifically for returnable
derecognised when the contractual obligation is either discharged, cancelled or expired. packaging materials, the estimated useful life depends on the loss of the materials in the market as well as on
HEINEKEN's sites.
Returnable packaging deposit liability
HEINEKEN recognises a deposit liability when a legal or constructive obligation exists to reimburse the customer for
returnable packaging materials that are returned. The returnable packaging deposit liability is based on the estimated
returnable packaging materials in the market, the expected return thereof and the deposit value.
In light of increasing inflationary pressures and HEINEKEN’s BaBW ambitions, the deposit value for a number of returnable
packaging materials were increased. In the event the deposit value is increased, the relating liability is remeasured through
profit and loss taking into account the returnable packaging materials which are already in the market.
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Notes to the Consolidated Financial Statements
8. Non-current assets
8.1 Intangible assets
Intangible assets within HEINEKEN are mainly goodwill, brands and customer-related intangibles such as customer lists. The majority of intangible assets have been recognised by HEINEKEN as part of acquisitions. Refer to the table below for the
historical cost per asset class and the movements during the year including amortisation.
2022 2021
Software, Software,
Customer- Contract- research and Customer- Contract- research and
related based development related based development
In millions of € Note Goodwill Brands intangibles intangibles and other Total Goodwill Brands intangibles intangibles and other Total
Cost
Balance as at 1 January 12,278 8,712 2,172 1,033 1,185 25,380 11,149 4,552 2,051 946 1,081 19,779
Hyperinflation restatement to 1 January 2022 108 7 — — 1 116 — — — — — —
Changes in consolidation 109 229 10 — (3) 345 644 3,644 — (4) (3) 4,281
Purchased/internally developed — — 5 7 208 220 — 112 1 36 124 273
Transfer (to)/from assets classified as held for sale 10.2 — (17) — — (21) (38) — (2) — — (1) (3)
Disposals — (2) — (1) (22) (25) — (1) — — (31) (32)
Hyperinflation adjustment 49 3 — — 1 53 — — — — — —
Effect of movements in exchange rates 174 10 115 29 15 343 485 407 120 55 15 1,082
Balance as at 31 December 12,718 8,942 2,302 1,068 1,364 26,394 12,278 8,712 2,172 1,033 1,185 25,380
Carrying amount
As at 1 January 11,810 7,004 820 648 480 20,762 10,678 3,143 869 614 463 15,767
As at 31 December 12,250 7,160 766 668 564 21,408 11,810 7,004 820 648 480 20,762
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Notes to the Consolidated Financial Statements
Goodwill impairment testing The values assigned to the key assumptions used for the VIU calculations are as follows:
For impairment testing, goodwill in respect of Europe, Americas (excluding Brazil) and Asia Pacific (excluding India) is
Expected annual
allocated and monitored on a regional basis. For Brazil, India, subsidiaries within Africa, Middle East & Eastern Europe and
long-term Expected volume
Head Office, goodwill is allocated and monitored on an individual country basis. The total amount of goodwill of inflation growth rates
€12,250 million (2021: €11,810 million) is allocated to each (group of) Cash Generating Unit (CGU) as follows: Pre-tax applied for years applied for years
In % WACC 2026-2032 2026-2032
Goodwill per (group of) CGU
Europe 10.2 2.1 1.3
7,500 Americas (excluding Brazil) 12.3 2.9 1.6
Brazil 15.8 3.1 3.7
4,905 4,883
In millions of €
5,000 Africa, Middle East & Eastern Europe 16.6 - 30.1 4.9 - 8.6 1.5 - 4.4
Asia Pacific (excluding India) 13.6 3.3 1.4
3,019 2,925
2,337 2,182 Head Office 13.5 3.3 1.7
2,500
457 409 419 633 663 480 480 In 2022, there has been a general increase in the WACC applied across most CGUs, due to increased interest rates.
268
0 Impairment losses
Europe Americas Brazil Africa, Asia Pacific India Head Office
The annual goodwill impairment test did not result in an impairment loss for the current year (2021: nil). The impairment
(excluding Middle East (excluding
Brazil) & Eastern India) test required as a result of the identification of impairment indicators resulted in an impairment reversal of €189 million
Europe on intangible assets other than goodwill (2021: €72 million on intangible assets other than goodwill, net impairment),
which was charged to profit and loss (refer to note 8.2).
2022 2021 Sensitivity to changes in assumptions
The outcome of a sensitivity analysis of a 200 basis points adverse change in key assumptions (i.e. lower growth rates or
The increase in goodwill of €440 million compared to 2021, mainly relates to application of hyperinflation accounting in higher discount rates respectively) did not result in a materially different outcome for the impairment test.
Ethiopia of €157 million and the movement in exchange rates of €174 million.
Brands, customer-related and contract-based intangibles
The carrying amount of a CGU is compared to the recoverable amount of the CGU. The recoverable amounts of the (group The main brands capitalised are the brands acquired in various acquisitions. The main customer-related and contract-
of) CGUs are based on the higher of the fair value less costs of disposal (FVLCD) and value in use (VIU) calculations. CGUs based intangibles relate to customer relationships (constituted either by way of a contractual agreement or by way of
for which the recoverable amount is based on a VIU model represent 94% of goodwill. VIU is determined by discounting the non-contractual relations) and re-acquired rights.
future cash flows generated from the continuing use of the CGU using a pre-tax discount rate.
The key assumptions used for the value in use calculations are as follows:
Accounting estimates and judgements
– Cash flows are projected based on actual operating results and the approved business plan. Cash flows thereafter are
The cash flow projections used in the value in use calculations for goodwill impairment testing contain various judgements
extrapolated up to a 10-year period (Europe 5-year) using an expected annual volume growth rate per country, which
and estimations as described in the key assumptions for the VIU calculations. Such judgements and estimates are subject to
is based on external sources. The extrapolated cash flows are therefore projected using steady or progressively
change because of changing economic conditions and climate impact and actual cash flows may differ from forecasts. The
declining net cash flow growth rates. Based on past experience, management considers this period to reflect the long-
below additional considerations have been applied by HEINEKEN regarding the potential financial impact of the macro-
term development of the local beer business.
economic environment and uncertainties including increasing inflationary pressures worldwide:
– The beer price growth per year, after the forecast period, is assumed to be the expected country-specific annual long-
– Changes in the interest rate environment are taken into consideration when determining the discount rates
term inflation, which is based on external sources.
– Terminal growth rates do not exceed the long-term annual inflation rate of the country or region, thus excluding any
– Cash flows after the first 10-year period (Europe 5-year) are extrapolated using a perpetual growth rate equal to the increased inflation growth experiences in the short-term
expected 30-year average inflation to calculate the terminal recoverable amount. For Europe, a return on inflation- – Sensitivity scenarios are applied to the key assumptions used in the impairment testing.
linked bond rates is used to extrapolate cash flows.
The impact of climate change risk on future cash flows have also been considered at an CGU and asset level, including
– A CGU-specific pre-tax weighted average cost of capital (WACC) was applied per CGU in determining the recoverable
committed capex and operational expenditure. No material financial impacts to the current year impairment assessment
amount of the units.
were identified.
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Notes to the Consolidated Financial Statements
For intangible assets, other than goodwill, estimates are required to determine the (remaining) useful lives. Useful lives The amortisation method, useful lives and residual values are reassessed annually. Changes in useful lives or residual
are determined based on the market position (for brands), estimated remaining useful life of the customer relationships value are recognised prospectively.
or the period of the contractual arrangements, or estimates on technological and commercial developments (for
De-recognition of intangible assets
software/development expenditure).
Intangible assets are derecognised when disposed of or sold. Gains on sale of intangible assets are presented in profit or loss
Amortisation is charged to profit or loss on a straight-line basis over the estimated useful life. HEINEKEN believes that as other income (refer to note 6.2); losses on sale are included in amortisation. Goodwill is derecognised when the related
straight-line depreciation most accurately reflects the expected pattern of consumption of the future economic benefits CGU is sold.
embodied in the intangible asset. Impairment of non-financial assets
At each reporting date, HEINEKEN reviews the carrying amounts of its non-financial assets (except for inventories and
deferred tax assets) to determine whether there is any indication of impairment. If any such indication exists, the
Accounting policies recoverable amount is estimated. The existence of any immediate or short-term physical threats due to climate change
Goodwill were also considered in assessing for any indication of impairment. Furthermore, HEINEKEN assesses goodwill and other
Goodwill represents the difference between the fair value of the net assets acquired and the transaction price of the intangible assets with an indefinite useful life annually for impairment.
acquisition. Goodwill arising on the acquisition of associates and joint ventures is included in the carrying amount of the For impairment testing, assets are grouped into the smallest group of assets that generate cash inflows from continuing
associates and joint ventures. use. The CGU for other non-financial assets is often the operating company on a country level. The recoverable amount
Goodwill is measured at cost less accumulated impairment losses. Goodwill is allocated to individual or groups of CGUs of an asset or CGU is the higher of an asset’s FVLCD and VIU. In assessing the VIU, the estimated future cash flows are
for impairment testing and is tested annually for impairment. Negative goodwill is recognised directly in profit or loss as discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value
other income. An impairment loss in respect of goodwill cannot be reversed. of money and risks specific to the asset or CGU.
Brands, customer-related and contract-based intangibles An impairment loss is recognised in profit or loss if the carrying amount of an asset or its CGU exceeds its recoverable
Brands, customer-related and contract-based intangibles acquired as part of a business combination are recognised at amount. Impairment losses are first allocated to goodwill and intangible assets with an indefinite useful life. A remaining
fair value. Otherwise, these acquired intangibles are recognised at cost and amortised over the estimated useful life of impairment loss is then allocated to the other assets in the unit on a pro-rata basis. In respect of other assets, impairment
the individual brand, respectively over the remaining useful life of the customer relationships or the period of the losses recognised in prior periods are assessed at each reporting date for any indications that the loss has decreased or no
contractual arrangements. longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable
amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying
Strategic brands are well-known international/local brands with a strong market position and an established brand name. amount that would have been determined, net of depreciation or amortisation if no impairment loss had been recognised.
Software, research and development and other intangible assets 8.2 Property, plant and equipment
Purchased software is measured at cost less accumulated amortisation. Expenditure on internally developed software is
Property, plant and equipment (P,P&E) are fixed assets that are owned by HEINEKEN, as well as right of use (ROU) assets
capitalised when the expenditure qualifies as development activities, otherwise, it is recognised in profit or loss when incurred.
under a lease agreement. Owned and ROU assets are held for use in HEINEKEN's operating activities. Refer to the table
Expenditure on research activities, undertaken with the prospect of gaining new technical knowledge, is recognised in below for the split between owned assets and ROU assets as per balance sheet date:
profit or loss when incurred.
In millions of € 2022 2021
Amortisation
Property, plant and equipment - owned assets 12,610 11,518
Amortisation is calculated over the cost of the asset less its residual value. Intangible assets with a finite life are amortised
on a straight-line basis over their estimated useful lives from the date they are available for use. The estimated useful Right of use assets 1,013 883
lives are as follows: 13,623 12,401
– Strategic brands 40 – 50 years
– Other brands 5 – 25 years
– Customer-related and contract-based intangibles 5 – 25 years
– Re-acquired rights 3 – 12 years
– Software 3 – 7 years
– Capitalised development costs 3 years
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Notes to the Consolidated Financial Statements
Owned assets
The table below details the historical cost per asset class and the movements during the year for owned assets.
2022 2021
Land and Plant and Other Under Land and Plant and Other Under
In millions of € Note buildings equipment fixed assets construction Total buildings equipment fixed assets construction Total
Cost
Balance as at 1 January 7,534 10,099 5,934 1,068 24,635 7,042 9,455 5,699 669 22,865
Hyperinflation restatement to 1 January 2022 72 161 102 1 336 — — — — —
Changes in consolidation and other transfers 63 36 2 (2) 99 187 171 13 13 384
Purchases 27 37 409 1,646 2,119 20 55 251 1,170 1,496
Transfer of completed projects under construction 237 646 462 (1,345) — 119 393 279 (791) —
Transfer (to)/from assets classified as held for sale (163) (269) (84) (4) (520) (21) (29) (9) — (59)
Disposals (49) (150) (289) (5) (493) (40) (112) (384) (6) (542)
Hyperinflation adjustment 47 100 65 1 213 — — — — —
Effect of movements in exchange rates (3) 110 81 27 215 227 166 85 13 491
Balance as at 31 December 7,765 10,770 6,682 1,387 26,604 7,534 10,099 5,934 1,068 24,635
Carrying amount
As at 1 January 4,775 4,051 1,687 1,005 11,518 4,456 3,850 1,700 600 10,606
As at 31 December 4,915 4,418 1,950 1,327 12,610 4,775 4,051 1,687 1,005 11,518
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Notes to the Consolidated Financial Statements
Land and buildings include the breweries and offices of HEINEKEN as well as stores, pubs and bars. The plant and In 2022, €218 million was added to the ROU assets as a result of entering into new lease contracts and the
machinery asset class contains all the assets needed in HEINEKEN's brewing, packaging and filling activities. Other fixed remeasurement of existing leases (2021: €223 million). The depreciation and impairments of ROU assets for the
assets mainly consist of returnable packaging materials, commercial fixed assets and furniture, fixtures and fittings. Refer financial year ending 31 December is as follows:
to note 7.4 for further information on returnable packaging materials that are included in this category.
In millions of € 2022 2021
Impairment losses Land and buildings 174 180
A net impairment reversal of €27 million on owned P,P&E (2021: €16 million, net impairment), €4 million impairment
reversal on ROU assets (2021: €20 million, net impairment) and €189 million impairment reversal on intangible assets with Equipment 80 96
finite useful life (2021: €72 million, net impairment) were recorded for the year ended 31 December 2022. The net Depreciation and impairments for ROU assets 254 276
impairment reversal mainly relates to impairment reversal in the CGU Papua New Guinea (€234 million) which is included in
the Asia Pacific operating segment. The reversal is primarily driven by an improved performance and stronger recovery from
COVID-19 in a more favourable macro-economic environment, since the recognition of the impairment in 2020.
Accounting estimates and judgements
The determination of the recoverable amount of Papua New Guinea is based on a VIU valuation, which is based on a
Estimates are required to determine the (remaining) useful lives of fixed assets. Useful lives are determined based on an
discounted 10-year cash flow forecast. The key assumptions used to determine the cash flows are based on market
asset's age, the frequency of its use, repair and maintenance policy, technology changes in production, redundancies or
expectations and management's best estimate. Cash flows thereafter are extrapolated using a perpetual growth rate
changes due to climate risks and expected restructuring.
equal to the expected 30-year compounded average inflation, in order to calculate the terminal recoverable amount.
HEINEKEN estimates the expected residual value per asset item. The residual value is the higher of the expected sales
Impairments (reversals) are recorded on the line 'amortisation, depreciation and impairments' in the Income Statement.
price (based on recent market transactions of similar sold items) and its material scrap value.
For a split per asset class, refer to the movement schedules in notes 8.1 and 8.2.
Depreciation is charged to profit or loss on a straight-line basis over the estimated useful lives of items of P,P&E.
See the table below for the key assumptions:
HEINEKEN believes that straight-line depreciation most closely reflects the expected pattern of consumption of the
Papua New Guinea future economic benefits embodied in the asset.
In % 2023 - 2025 2026-2032 Judgement is required to determine the lease term. The assessment of whether HEINEKEN is reasonably certain to exercise
Pre-tax WACC (in local currency) 20.5 20.5 such options impacts the lease term, which as a result could affect the amount of lease liabilities and ROU assets recognised.
Expected annual long-term inflation 4.1 4.1
Expected volume growth 8.1 1.7 Accounting policies
Right of use (ROU) assets Owned assets
HEINEKEN leases stores, pubs, offices, warehouses, cars, (forklift) trucks and other equipment in the ordinary course of A fixed asset is recognised when it is probable that future economic benefits associated with the P,P&E item will flow to
business. HEINEKEN has around 36,000 leases with a wide range of different terms and conditions, depending on local HEINEKEN and when the cost of the P,P&E can be reliably measured. The majority of the P,P&E of HEINEKEN are owned
regulations and practices. Many leases contain extension and termination options, which are included in the lease term if assets, rather than leased assets.
HEINEKEN is reasonably certain to exercise the option. Refer to the table below for the carrying amount of ROU assets P,P&E are recognised at historical cost less accumulated depreciation and impairment losses. Historical cost includes all
per asset class per balance sheet date: costs directly attributable to the purchase of an asset. The cost of self-constructed assets includes all directly attributable
In millions of € 2022 2021
costs to make the asset ready for its intended use. Spare parts that meet the definition of P,P&E are capitalised and
accounted for accordingly. If spare parts do not meet the recognition criteria of P,P&E, they are either carried in inventory
Land and buildings 830 692 or consumed and recorded in profit or loss.
Equipment 183 191
Subsequent costs are capitalised only when it is probable that the expenses will lead to future economic benefits and can be
Carrying amount ROU assets as at 31 December 1,013 883 measured reliably. The carrying amount of any component accounted for as a separate asset is derecognised when replaced.
All other repairs and maintenance are charged to profit or loss during the reporting period in which they are incurred.
For the contractual commitments on ordered P,P&E refer to note 13.2.
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Notes to the Consolidated Financial Statements
Derecognition of Property, plant and equipment Allowance for credit losses 2022 - Loans and advances to customers
P,P&E is derecognised when it is scrapped or sold. Gains on sale of P,P&E are presented in profit or loss as other income
(refer to note 6.2); losses on sale are included in depreciation. 100
Right of use (ROU) assets
9
Definition of a lease 80
69 1 3 69
A contract contains a lease if it provides the right to control the use of an identified asset for a period of time in exchange
(8)
In millions of €
for an amount payable to the lessor. The right to control the use of the identified asset exists when having the right to
obtain substantially all of the economic benefits from the use of that asset and when having the right to direct the use of 60 (5)
that asset.
HEINEKEN as a lessee 40
At the start date of the lease, HEINEKEN (lessee) recognises a ROU asset and a lease liability on the balance sheet. The
ROU asset is initially measured at cost, and subsequently at cost less accumulated depreciation and impairment losses,
20
and adjusted for certain remeasurements of the lease liability. For measurement of the lease liability, refer to note 11.3.
HEINEKEN applies the following practical expedients for the recognition of leases:
0
– The short-term lease exemption means that leases with a duration of less than a year are expensed in the income Balance as Transfers Addition Allowance Allowance Effect of Balance as
statement on a straight-line basis. at 1 to used released movements at 31
– The low-value lease exemption, meaning that leased assets with an individual value of €5,000 or less if bought new, January allowance in December
are expensed in the income statement on a straight-line basis. exchange
rates
HEINEKEN as a lessor
A lease is classified as a finance lease when it transfers substantially all the risks and rewards relating to ownership of the
underlying asset to the lessee. For contracts where HEINEKEN acts as an intermediate lessor, the subleases are classified
with reference to the ROU asset.
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Notes to the Consolidated Financial Statements
In millions of € 2022 2021 Other receivables include lease receivables of €137 million (2021: €148 million). The average outstanding term of the
lease receivables, including the short-term portion of lease receivables, is 2.9 years (2021: 3.0 years). It further includes
Balance as at 1 January 69 90 tax credits of €137 million (2021: €161 million) recognised in Brazil (refer to note 6.2). The remainder of other receivables
Transfers 1 (2) mainly originate from the acquisition of the beer operations of FEMSA and represent a receivable on the Brazilian
Addition to allowance 9 5 authorities on which interest is calculated in accordance with Brazilian legislation. The collection of this receivable is
expected to be beyond a period of five years. A part of the aforementioned qualifies for indemnification towards FEMSA
Allowance used (8) (14) and is provided for.
Allowance released (5) (12)
Sensitivity analysis – equity securities
Effect of movements in exchange rates 3 2 An increase or decrease of 1% in the share price of the equity securities at the reporting date would not have a
Balance as at 31 December 69 69 material impact.
Accounting estimates
Accounting estimates
HEINEKEN determines on each reporting date the impairment of other receivables using an expected credit loss model,
HEINEKEN determines at each reporting date the impairment of loans and advances to customers using an expected which estimates the credit losses over 12 months. Only in case of a significant increase in credit risk occurs (e.g. more than
credit loss model, which estimates the credit losses over 12 months. If a significant increase in credit risk occurs (e.g. more 30 days overdue, change in credit rating, payment delays in other receivables from the customer) the credit losses over
than 30 days overdue, change in credit rating, payment delays in other receivables from the customer), credit losses over the lifetime of the asset are incurred. Individually significant other receivables are tested for impairment on an individual
the lifetime of the asset are incurred. Individually significant financial assets are tested for impairment on an individual basis. The remaining financial assets are assessed collectively in groups that share similar credit risk characteristics. For
basis. The remaining financial assets are assessed collectively in groups that share similar credit risk characteristics. Due to more information on HEINEKEN's credit risk exposure refer to note 11.5.
the macro-economic environment and uncertainties including increasing inflationary pressure on HEINEKEN’s customers,
more judgement is required for the calculation of expected credit losses compared to the prior years. For more
information on HEINEKEN's credit risk exposure refer to note 11.5.
Accounting policies
Fair value through OCI investments
Accounting policies HEINEKEN’s investments in equity securities are classified as FVOCI. These investments are interests in entities where
HEINEKEN has less than significant influence. This is generally the case by ownership of less than 20% of the voting
Loans and advances to customers are initially measured at fair value and subsequently at amortised cost minus any rights. Upon the sale of these equity securities the accumulated fair value and currency translation changes are
impairment losses. transferred to retained earnings.
8.4 Other non-current assets FVOCI investments are measured at fair value (refer to note 13.1). The fair value changes are recognised in OCI and
Other non-current assets mainly consist of Fair Value through other comprehensive income (FVOCI) investments, long- presented within equity in the fair value reserve. Dividend income is recognised in profit or loss.
term prepayments and other receivables with a duration longer than 12 months.
Non-current derivatives
In millions of € Note 2022 2021 Refer to the accounting policies on derivative financial instruments in note 11.6.
Fair value through OCI investments 154 135 Other
Non-current derivatives 11.6 56 6 The remaining non-current assets as presented in the previous table are initially measured at fair value and subsequently
at amortised cost minus any impairment losses.
Loans to joint ventures and associates 15 28
Long-term prepayments 461 392
Other receivables 544 509
Other non-current assets 1,230 1,070
The FVOCI investments primarily consist of equity securities. HEINEKEN designates these investments as FVOCI as these
are not held for trading purposes.
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Notes to the Consolidated Financial Statements
9. Provisions and contingent liabilities Refer to the table below for the split of these plans in the total present value of the net obligations of HEINEKEN.
9.1 Post-retirement obligations 2022 2021 2022 2021 2022 2021 2022 2021
HEINEKEN makes contributions to pension plans that provide pension benefits to (former) employees upon retirement, In millions of € UK UK NL NL Other Other Total Total
both via defined benefit as well as defined contribution plans. Other long-term employee benefits include long-term
Total present value of
bonus plans, termination benefits, medical plans and jubilee benefits. Refer to note 6.4 for the contribution to defined
defined benefit obligations 2,641 4,288 4,120 4,562 1,161 1,332 7,922 10,182
contribution plans. This note relates to HEINEKEN's defined benefit pension plans. Refer to the table below for the
present value of the defined benefit plans as at 31 December. Fair value of defined benefit
plan assets (2,557) (4,137) (4,055) (4,523) (957) (1,020) (7,569) (9,680)
In millions of € 2022 2021
Present value of net
Present value of unfunded defined benefit obligations 177 169 obligations 84 151 65 39 204 312 353 502
Present value of funded defined benefit obligations 7,745 10,013
Defined benefit plan in the Netherlands
Total present value of defined benefit obligations 7,922 10,182
HEINEKEN provides employees in the Netherlands with an average pay pension plan based on earnings up to the legal
Fair value of defined benefit plan assets (7,569) (9,680) tax limit. Indexation of accrued benefits is conditional on the funded status of the pension fund. HEINEKEN pays
Present value of net obligations 353 502 contributions to the fund up to a maximum level agreed with the Board of the pension fund and has no obligation to
make additional contributions in case of a funding deficit.
Asset ceiling items 129 101
During 2022, the coverage ratio of the Dutch pension fund improved significantly. Rising interest rates lowered the fund’s
Defined benefit plans included under non-current assets 28 6 net defined benefit obligations given its relatively low interest hedging policy. The fund’s financial position allowed for
Recognised liability for defined benefit obligations 510 609 pension indexation in 2022. In July 2022, the Board of the pension fund decided to provide an annual discretionary
indexation of accrued benefits of 3.42% to all its members. In December 2022, the Board of the pension fund decided to
Other long-term employee benefits 58 59
provide an annual discretionary indexation of accrued benefits at 1 January 2023 of 14.33%.
568 668
In 2022, the decrease in the fair value of defined benefit plan assets is mainly due to a decrease in the value of bonds,
interest rate swaps, mortgages and equity instruments. The lower defined benefit obligation is mainly due to a higher
The vast majority of benefit payments are from pension funds that are held in trusts (or equivalent), however, there is a discount rate assumption, partially offset by a higher indexation assumption. HEINEKEN’s cash contribution to the Dutch
small portion where HEINEKEN fulfils the benefit payment obligation as it falls due. Plan assets held in trusts are pension plan was at the maximum level. The same level will apply in 2023.
governed by Trustee Boards composed of HEINEKEN representatives and independent and/or member representation, Defined benefit plan in the United Kingdom
in accordance with local regulations and practice in each country. The relationship and division of responsibility between HEINEKEN’s UK plan (Scottish & Newcastle pension plan 'SNPP') was closed to future accrual in 2011 and the liabilities
HEINEKEN and the Trustee Board (or equivalent) including investment decisions and contribution schedules are carried thus relate to past service before plan closure. Based on the triennial review finalised in early 2019, HEINEKEN has
out in accordance with the plan's regulations. renewed the funding plan (until 31 May 2023) including an annual deficit reduction contribution of GBP39.2 million in
The defined benefit pension plans in the Netherlands (NL) and the United Kingdom (UK) represent the majority of the 2018, thereafter increasing with GBP1.7 million per year. At the end of 2018, an agreement (the 'Funding Agreement')
total defined benefit plan assets and the present value of the defined benefit obligations. was reached with the UK pension fund Trustees on a more conservative longer-term funding and investment approach
towards 2030. This agreement has been formalised during 2019 and signed in early 2020, which leads to a gradual
decrease in investment risk. The current schedule of deficit recovery payments until May 2023 will remain in place. As of
June 2023, deficit recovery payments will stop. Going forward recovery payments will be conditional on the funding
position of the pension fund and capped on the current contribution level.
In 2022, the decrease in the fair value of defined benefit plan assets is mainly due to the lower value of debt
investments, as a result of an increase in interest rates. The increase in interest rates lowered not only the plan assets, but
also the plan liabilities. As the fund is closed to future accrual, the strategic asset allocation is more conservative with high
interest and inflation hedging levels.
Defined benefit plans in other countries
In a few other countries, HEINEKEN offers defined benefit plans, which are individually not significant to HEINEKEN. The
majority of these plans are closed for new participants.
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Annual Report 2022 96
Notes to the Consolidated Financial Statements
Demographic assumptions 47 67 — — 47 67
Financial assumptions (2,714) 346 — — (2,714) 346
Experience adjustments 550 13 — — 550 13
1
Return on plan assets excluding interest income — — 2,011 (726) 2,011 (726)
Effect of movements in exchange rates (114) 309 112 (288) (2) 21
(2,231) 735 2,123 (1,014) (108) (279)
Other
Changes in consolidation and reclassification 1 12 (7) (10) (6) 2
Contributions paid:
By the employer — — (164) (165) (164) (165)
By the plan participants 25 24 (25) (24) — —
Benefits paid (377) (378) 377 378 — —
Settlements — (5) — — — (5)
(351) (347) 181 179 (170) (168)
Balance as at 31 December 7,922 10,182 (7,569) (9,680) 353 502
1 The total OCI impact for the current year also included movement resulting from asset ceiling increase between 2021 and 2022.
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Notes to the Consolidated Financial Statements
Defined benefit plan assets Risks associated with defined benefit plans
2022 2021 Asset volatility
In millions of € Quoted Unquoted Total Quoted Unquoted Total The plan liabilities are calculated using a discount rate set with reference to AA corporate bond yields. If the return on the
Equity instruments: plan assets is less than the return on the liabilities implied by this assumption, this will create a deficit. The plan in the
Netherlands holds a significant proportion of equities, which are expected to outperform corporate bonds in the long
Europe 316 — 316 462 — 462 term while providing volatility and risk in the short term.
Northern America 847 — 847 1,218 — 1,218
In the Netherlands, an Asset-Liability Matching (ALM) study is performed at least on a triennial basis, the last ALM study
Japan 118 — 118 135 — 135 was performed in 2021. The ALM study is the basis for the strategic investment policies and the (long-term) strategic
Asia other 160 — 160 254 — 254 investment mix. As at 31 December 2022, the strategic asset mix comprises 33.5% of plan assets in equity securities,
25% in bonds and swaps, 18% in alternative investments, 11% in mortgage and 12.5% in real estate.
Other 92 145 237 89 156 245
1,533 145 1,678 2,158 156 2,314 In the UK, an actuarial valuation is performed at least on a triennial basis. The valuation is the basis for the funding plan,
strategic investment policies and the (long-term) strategic investment mix. The valuation was performed in 2021. As at
Debt instruments: 31 December 2022, the strategic mix of assets comprises 30% of plan assets in liability-driven investments, 26.5% in
Bonds – investment grade 3,744 1,125 4,869 5,631 817 6,448 corporate bonds, 15% in higher-yielding credit, 15% in private markets, 7.5% in long lease property and 6% in equities. As
part of the Funding Agreement, the strategic asset mix will evolve between now and 2030 to provide greater certainty of
Bonds – non-investment grade 228 361 589 526 294 820
return, lower volatility and higher cash generation.
3,972 1,486 5,458 6,157 1,111 7,268
Interest rate risk
A decrease in corporate bond yields will increase plan liabilities, although this will be partially offset by an increase in the
Derivatives 41 (1,296) (1,255) 38 (1,474) (1,436) value of the plans’ fixed-rate instruments holdings.
Properties and real estate 249 659 908 326 615 941 In the Netherlands, interest rate risk is managed through fixed-income investments and interest rate swap instruments.
These investments and instruments match the liabilities by 38% as at 31 December 2022 (2021: 24%). In the UK,
Cash and cash equivalents 362 34 396 179 78 257
interest rate risk is managed through the use of a mixture of fixed income investments and interest rate swap
Investment funds 25 351 376 12 264 276 instruments. These investments and instruments match 96% of the interest rate sensitivity of the total liabilities as
Other plan assets 94 (86) 8 114 (54) 60 measured on a Gilts +1% liability basis (2021: 96% as measured on the same basis).
771 (338) 433 669 (571) 98 Inflation risk
Balance as at 31 December 6,276 1,293 7,569 8,984 696 9,680 Some of the pension obligations are linked to inflation. Higher inflation will lead to higher liabilities, although in most
cases caps on the level of inflationary increases are in place to protect the plan against extreme inflation. The majority of
The HEINEKEN pension funds monitor the mix of debt and equity securities in their investment portfolios based on the plan assets are either unaffected by or loosely correlated with inflation, meaning that an increase in inflation will
market expectations. Material investments within the portfolio are managed on an individual basis. Through its defined increase the deficit.
benefit pension plans, HEINEKEN is exposed to several risks, the most significant are detailed below. HEINEKEN provides employees in the Netherlands with an average pay pension plan, whereby indexation of accrued
benefits is conditional on the funded status of the pension fund. In the UK, inflation risk is partly managed through the
use of a mixture of inflation-linked derivative instruments. These instruments match 96% of the inflation-linked liabilities
as measured on a Gilts +1% liability basis (2021: 96% as measured on the same basis).
Life expectancy
The majority of the plans’ obligations are to provide benefits for the life of the member, so increases in life expectancy will
increase the plans’ liabilities. This is particularly significant in the UK plan, where inflation-linked increases result in higher
sensitivity to changes in life expectancy. In 2015, the Trustee of HEINEKEN UK's pension plan implemented a longevity
hedge to remove the risk of a higher increase in life expectancy than anticipated for the 2015 population of pensioners.
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Notes to the Consolidated Financial Statements
2022 2021 HEINEKEN recognises all actuarial gains and losses arising from defined benefit plans immediately in other
comprehensive income and all expenses related to defined benefit plans in personnel expenses and other net finance
Increase in Decrease in Increase in Decrease in
Effect in millions of € assumption assumption assumption assumption income and expenses in profit or loss.
Discount rate (0.5% movement) (551) 629 (876) 989 For changes to a defined benefit plan, which result in a plan amendment or a curtailment or settlement, HEINEKEN
Future salary growth (0.25% movement) 8 (8) 33 (31) determines the amount of any past service cost, or gain or loss on settlement, by remeasuring the net defined benefit
liability before and after the amendment, using current assumptions and the fair value of plan assets at the time of the
Future pension growth (0.25% movement) 253 (245) 403 (407) amendment. In case the net defined benefit liability is remeasured to determine the impact of the changes, current
Medical cost trend rate (0.5% movement) 3 (3) 4 (3) service cost and net interest for the remainder of the year are remeasured using the same assumptions and the same fair
value of plan assets.
Life expectancy (1 year) 318 (317) 484 (479)
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Notes to the Consolidated Financial Statements
9.2 Provisions
Provisions within HEINEKEN mainly relate to restructuring, and claims and litigation that arise in the ordinary course of
business. The outcome depends on future events, which are by nature uncertain. Accounting estimates
In determining the likelihood and timing of potential cash outflows, HEINEKEN needs to make estimates. For claims,
Claims litigation and tax provisions, HEINEKEN bases its assessment on internal and external legal assistance and established
and Restruc- Onerous
precedents. For a large restructuring, management assesses the timing of the costs to be incurred, which influences the
In millions of € Note litigation Taxes turing contracts Other Total
classification as current or non-current liabilities.
Balance as at 1 January 2022 196 344 234 25 138 937
Transfers 10 (10) — — — —
Provisions made during the year 62 12 91 3 54 222 Accounting policies
Provisions used during the year (64) (20) (77) (6) (10) (177) A provision is a liability of uncertain timing or amount. A provision is recognised when HEINEKEN has a present legal or
constructive obligation as a result of past events that can be estimated reliably, and it is probable (>50%) that an outflow
Provisions reversed during the year (75) (61) (38) (3) (47) (224) of economic benefits will be required to settle the obligation. In the case of accounting for business combinations,
Effect of movements in exchange rates 12 12 — (1) 2 25 provisions are also recognised when the likelihood is less than probable but more than remote (>5%).
Unwinding of discounts 9 6 — — — 15 Provisions are measured at the present value of the expenditures expected to be required to settle the obligation, using a
Balance as at 31 December 2022 150 283 210 18 137 798 pre-tax rate that reflects the time value of money and the risks specific to the obligation. The increase in the provision
due to the passage of time is recognised as part of net finance expenses.
Non-current 131 256 88 6 91 572
The impact of climate change is also considered in identifying whether HEINEKEN has a present legal or constructive
Current 19 27 122 12 46 226
obligation related to fines or penalties.
9.3 Contingencies
HEINEKEN’s contingencies are mainly in the area of tax, civil cases and guarantees.
Accounting estimates and judgements
Tax HEINEKEN operates in a high number of jurisdictions and is subject to a wide variety of taxes per jurisdiction. Tax
The tax contingencies mainly relate to tax positions in Latin America and include a large number of cases with a risk legislation can be highly complex and subject to interpretation. As a result, HEINEKEN is required to exercise significant
assessment lower than probable but possible. Assessing the amount of tax contingencies is highly judgemental, and judgement in the recognition of taxes payable and determination of tax contingencies.
the timing of possible outflows is uncertain. The best estimate of tax-related contingent liabilities is €1,489 million (2021:
€1,139 million), out of which €73 million (2021: €77 million) qualifies for indemnification. For several tax contingencies Also for the other contingencies including climate change, HEINEKEN is required to exercise judgement to determine
that were part of acquisitions, an amount of €173 million (2021: €175 million) has been recognised as provisions and whether the risk of loss is possible but not probable. Contingencies involve inherent uncertainties including, but not
other non-current liabilities in the balance sheet (refer to notes 9.2 and 11.6). limited to, court rulings, negotiations between affected parties and governmental actions.
Other contingencies
Brazil civil cases Accounting policies
Part of other contingencies relates to civil cases in Brazil. Management's best estimate of the potential financial impact A contingent liability is a liability of uncertain timing and amount. Contingencies are not recognised in the balance sheet
for these cases is €57 million (2021: €47 million). because the existence can only be confirmed by the occurrence or non-occurrence of one or more uncertain future
Other events not wholly within the control of HEINEKEN or because the risk of loss is estimated to be possible (>5%) but not
Part of other contingencies relate to two follow-on damage cases for a total amount claimed of €478 million, which probable (<50%) or because the amount cannot be measured reliably.
arose as a result of the fine imposed by the Greek Competition Commission in 2014 against our subsidiary Athenian
Brewery for alleged abuse of its dominant position. It is not possible to estimate the outcome of these claims with any 10. Acquisitions, disposals and investments
degree of certainty for a number of reasons, including but not limited to the fact that (i) Athenian Brewery’s appeal 10.1 Acquisitions and disposals of subsidiaries and non-controlling interests
against the fine imposed by the Greek Competition Commission is pending before the Greek Council of State, (ii) the
question whether the Dutch courts can assume (international) jurisdiction over these claims, insofar they are made
Acquisition and disposals of subsidiaries in 2022
against Athenian Brewery, is pending before the Dutch Supreme Court, and (iii) Athenian Brewery and HEINEKEN have During 2022, there were no significant acquisitions or disposals.
raised defences against these claims, both on procedural grounds and on the merits. The amount of these potential
Acquisition of non-controlling interests
liabilities (if any) can therefore not be measured with sufficient reliability. There are no reimbursements applicable for
these cases. In 2022, transactions with non-controlling interests mainly consists of a transaction where HEINEKEN purchased
3,409,660 shares and 95,798 shares of Grupa Żywiec S.A. from Harbin B.V. and other minority shareholders, respectively.
As at 31 December 2022, €37 million (2021: €37 million) of other contingencies related to acquisitions is included in This increased HEINEKEN’s shareholding from 65.16% to 99.28%. The consideration paid for the acquisition of non-
provisions (refer to note 9.2). controlling interest in 2022 and the related equity impact are disclosed in the table below:
Guarantees
Value on non-
More than Consideration controlling
In millions of € Total 2022 Less than 1 year 1-5 years 5 years Total 2021 In millions of € paid interest Equity Impact
Guarantees to banks for Grupa Żywiec S.A 350 14 336
loans (to third parties) 345 50 292 3 349 Other 41 4 37
Other guarantees 2,093 1,361 596 136 2,025 Total 391 18 373
Guarantees 2,438 1,411 888 139 2,374
Guarantees to banks for loans relate to loans and advances to customers, which are given to external parties in the
ordinary course of business of HEINEKEN. HEINEKEN provides guarantees to the banks to cover the credit risk related to
Accounting policies
these loans (refer to note 9.2 for the provision for credit risk on these guarantees). Acquisitions of non-controlling interests are accounted for as transactions with owners in their capacity as owners and
therefore no goodwill is recognised as a result. Adjustments to non-controlling interests arising from transactions that do
Other guarantees include a €1.1 billion (2021: €1.1 billion) guarantee issued concerning the offer to acquire Distell Group not involve the loss of control are based on a proportionate amount of the net assets of the subsidiary.
Holdings Limited (refer to note 13.2).
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Notes to the Consolidated Financial Statements
10.2 Assets or disposal groups classified as held for sale 10.3 Investments in associates and joint ventures
The assets and liabilities below are classified as held for sale for the year ended 31 December 2022: HEINEKEN has interests in several joint ventures and associates. The total carrying amount of these associates and joint
ventures was €4,296 million as at 31 December 2022 (2021: €4,148 million) and the total share of profit and other
2022 2021 comprehensive income was a profit of €177 million in 2022 (2021: €304 million). The share of profit of associates and
Russia disposal joint ventures includes an impairment loss of €4 million (2021: €10 million, impairment reversal).
In millions of € group Other Total Total
The associate CRH (Beer) Limited (‘CBL’) is considered to be individually material. HEINEKEN holds a shareholding of 40%
Current assets 104 28 132 10 in CBL as of 29 April 2019. CBL holds a controlling interest of 51.67% in China Resources Beer (Holdings) Co. Ltd.
Property, plant and equipment 129 32 161 27 ('CR Beer'), a company incorporated in Hong Kong and listed on the Main Board of The Stock Exchange of Hong Kong
Limited, operating in the beer business in China. Consequently, HEINEKEN has an effective 20.67% economic interest in
Intangible assets 5 — 5 —
CR Beer. Based on the closing share price of HKD54.55 as at 31 December 2022 (2021: HKD63.85), the fair value of this
Other non-current assets 17 — 17 — economic interest in CR Beer amounts to €4,398 million (2021: €4,847 million). The carrying amount of CBL as at
Assets of disposal group held for sale 255 60 315 37 31 December 2022 amounts to €2,908 million (2021: €2,752 million).
Current liabilities (150) (23) (173) (19) Set out below is the summarised financial information of CR Beer, not adjusted for the percentage of ownership held by
HEINEKEN. The financial information has been amended to reflect adjustments made by HEINEKEN when using the
Non-current liabilities (8) — (8) (1)
equity method (such as fair value adjustments). Due to a difference in reporting timelines, the financial information is
Liabilities associated with assets classified as included with a two-month delay. This means that the financial information included relates to the period November
held for sale (158) (23) (181) (20) 2021-October 2022. The reconciliation of the summarised financial information to the carrying amount of the effective
interest in CR Beer is also presented.
Russia disposal group classified as held for sale
On 28 March 2022, HEINEKEN announced its decision to leave Russia. Efforts to sell the disposal group are continuing
and HEINEKEN expects to reach an agreement in the first half-year of 2023. The disposal group is included in the
reportable segment Africa, Middle East & Eastern Europe (refer to note 6.1).
An impairment loss of €88 million was recognised in relation to the write down of the Russia disposal group classified as
held for sale for the year ended 31 December 2022. The determination of the fair value less cost of disposal amount
involves judgement considering the general uncertainties around Russia.
Accounting policies
Assets or disposal groups comprising assets and liabilities, that are expected to be recovered primarily through sale rather
than through continuing use are classified as held for sale. Immediately before classification as held for sale, the assets,
or components of a disposal group, are measured at the lower of their carrying amount and fair value less cost to sell.
Intangible assets and P,P&E once classified as held for sale are not amortised or depreciated. In addition, equity
accounting of equity-accounted investees ceases once classified as held for sale.
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Notes to the Consolidated Financial Statements
In millions of € 31 October 2022 31 October 2021 Summarised financial information for equity-accounted joint ventures and associates
The following table includes, in aggregate, the carrying amount and HEINEKEN’s share of profit and OCI of joint ventures
Summarised balance sheet (100%) and associates (net of income tax):
Non-current assets 8,639 8,671
Joint ventures Associates¹
Current assets 2,291 1,822
In millions of € 2022 2021 2022 2021
Non-current liabilities (1,809) (1,774)
Carrying amount of interests 953 984 3,343 3,164
Current liabilities (2,777) (2,673)
Share of:
Net assets 6,344 6,046
Profit from continuing operations 64 113 159 137
Other comprehensive income 17 30 (63) 24
Reconciliation to carrying amount 81 143 96 161
Opening net assets 6,046 5,384
1 Includes the investment in CR Beer, which is considered to be individually material. The other joint ventures and associates are considered to be
Profit for the period 471 301 individually immaterial.
Company’s share in % 20.67 % 20.67 % HEINEKEN’s investments in associates and JVs are accounted for using the equity method of accounting, meaning they
are initially recognised at cost. The consolidated financial statements include HEINEKEN’s share of the net profit or loss of
Company’s share 1,311 1,250 the associates and JVs whereby the result is determined using the accounting policies of HEINEKEN.
Goodwill 1,597 1,502
When HEINEKEN’s share of losses exceeds the carrying amount of the associate or joint venture, the carrying amount is
Carrying amount 2,908 2,752 reduced to nil and recognition of further losses is discontinued except to the extent that HEINEKEN has an obligation or
has made a payment on behalf of the associate or JV.
November 2021 November 2020
In millions of € to October 2022 to October 2021
Summarised income statement (100%)
Revenue 5,198 4,360
Profit 471 301
Other comprehensive income 88 532
Total comprehensive income 559 833
Dividends received 52 36
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Notes to the Consolidated Financial Statements
11. Financing and capital structure 11.2 Cash and cash equivalents
Cash and cash equivalents comprise cash balances and call deposits. In general bank overdrafts form an integral part of
11.1 Net finance income and expense HEINEKEN’s cash management and are included as a component of cash and cash equivalents in the statement of
Interest expenses are mainly related to interest charges over the outstanding bonds, commercial paper and bank loans cash flows.
(refer to note 11.3). Other net finance income and expenses comprise dividend income, fair value changes of financial
assets and liabilities measured at fair value, transactional foreign exchange gains and losses (on a net basis), monetary In millions of € Note 2022 2021
gain resulting from hyperinflation accounting, unwinding of discount on provisions and interest on the net defined Cash and cash equivalents 2,765 3,248
benefit obligation.
Bank overdrafts 11.3 (1,147) (692)
In millions of € Note 2022 2021 Cash and cash equivalents in the statement of cash flows 1,618 2,556
Interest income 74 49
For more information on HEINEKEN's liquidity risk exposure refer to note 11.5.
Interest expenses (458) (462)
The following table presents recognised 'Cash and cash equivalents' and 'Bank overdrafts', and the impact of the netting
of gross amounts. The 'Net amount' below refers to the impact on HEINEKEN's balance sheet if all amounts subject to
Dividend income from fair value through OCI investments 7 6 legal offset rights are netted.
Net change in fair value of derivatives 67 (10) 2022
Net foreign exchange gain/(loss)1 (121) (78) Net amounts
presented in
Net monetary gain arising from hyperinflationary economies 94 — the statement Amounts subject
Unwinding discount on provisions 9.2 (15) (13) Gross of financial to legal offset
In millions of € amounts position rights Net amount
Interest on the net defined benefit obligation 9.1 (14) (14)
Assets
Other 30 123
Cash and cash equivalents 2,765 2,765 (792) 1,973
Other net finance income/(expenses) 48 14
Liabilities
Bank overdrafts (1,147) (1,147) 792 (355)
Net finance income/(expenses) (336) (399)
1 Transactional foreign exchange effects of working capital and foreign currency-denominated loans, the latter being partially offset by the net change in fair value 2021
of derivatives.
Assets
Interest expenses include the interest component of lease liabilities of €49 million (2021: €58 million). The line other in 2021
Cash and cash equivalents 3,248 3,248 (412) 2,836
mainly includes €96 million of finance income due to the recognition of tax credits in Brazil, refer to note 6.2.
Liabilities
In 2022, a net monetary gain was recognised related to applying hyperinflation accounting in Ethiopia, refer to note 5(c).
Bank overdrafts (692) (692) 412 (280)
HEINEKEN operates in several territories where there is limited availability of foreign currency resulting in restrictions on
Accounting policies remittances. Mainly as a result of these restrictions, ¤418 million (2021: ¤401 million) of cash included in cash and cash
Interest income and expenses are recognised as they accrue, using the effective interest method. equivalents is restricted for use by the Company, yet available for use in the relevant subsidiary’s day-to-day operations.
Dividend income is recognised in the income statement on the date that HEINEKEN’s right to receive payment is
established, which is the ex-dividend date in the case of quoted securities.
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Notes to the Consolidated Financial Statements
Assets and
Other Derivatives liabilities
Accounting policies interest- Deposits used for used for
Unsecured Lease bearing from third financing financing
Cash and cash equivalents are initially recognised at fair value and subsequently at amortised cost. In millions of € bond issues liabilities Bank loans liabilities parties activities activities
HEINEKEN has cash pooling arrangements with legally enforceable rights to offset cash and overdraft balances. Where Balance as at
there is an intention to settle on a net basis, cash and overdraft balances relating to the cash pooling arrangements are 1 January 2022 13,535 1,106 767 211 562 33 16,214
reported on a net basis in the statement of financial position. Consolidation changes — 27 17 41 (60) — 25
11.3 Borrowings Effect of movements in
HEINEKEN mainly uses bonds, commercial paper and bank loans to ensure sufficient financing to support its operations. exchange rates 208 35 (7) (31) 4 (50) 159
Net interest-bearing debt is the key metric for HEINEKEN to measure its indebtedness. Addition of leases — 428 — — — — 428
2022 2021 Proceeds — — 332 258 54 — 644
In millions of € Note Non-current Current Total Non-current Current Total (Re)payments (987) (305) (882) (45) (3) — (2,222)
Unsecured bond issues 11,691 1,075 12,766 12,600 935 13,535 Interest paid over lease
Lease liabilities 905 336 1,241 850 256 1,106 liability — (49) — — — — (49)
Bank loans 197 114 311 130 637 767 Other 10 (1) 84 (79) — — 14
Other interest-bearing Balance as at
liabilities 100 255 355 60 151 211 31 December 2022 12,766 1,241 311 355 557 (17) 15,213
1
Deposits from third parties — 557 557 — 562 562
Bank overdrafts — 1,147 1,147 — 692 692 Assets and
Total borrowings 12,893 3,484 16,377 13,640 3,233 16,873 Other Derivatives liabilities
interest- Deposits used for used for
Market value of cross-currency Unsecured Lease bearing from third financing financing
interest rate swaps 11.5 (17) 33 In millions of € bond issues liabilities Bank loans liabilities parties activities activities
Translation reserve After the balance sheet date, the Executive Board proposed the following appropriation of profit. The dividends, taking
The translation reserve comprises foreign currency differences arising from the translation of the assets and liabilities of into account the interim dividends declared and paid, have not been provided for.
foreign operations of HEINEKEN (excluding amounts attributable to non-controlling interests) as well as value changes of
In millions of € 2022 2021
the hedging instruments in the net investment hedges. HEINEKEN considers this a legal reserve.
Dividend per qualifying share €1.73 (2021: €1.24) 995 714
Hedging reserve
This reserve comprises the effective portion of the cumulative net change in the fair value of cash flow hedging Addition to retained earnings 1,687 2,610
instruments where the hedged transaction has not yet occurred. HEINEKEN considers this a legal reserve. Net profit 2,682 3,324
Fair value reserve
Non-controlling interests
This reserve comprises the cumulative net change in the fair value of FVOCI equity investments. HEINEKEN transfers
The non-controlling interests (NCI) relate to minority stakes held by third parties in HEINEKEN consolidated subsidiaries.
amounts from this reserve to retained earnings when the relevant equity securities are derecognised. HEINEKEN
The total NCI as at 31 December 2022 amounted to €2,369 million (2021: €2,344 million), refer to note 10.1 for more
considers this a legal reserve.
information.
Other legal reserves
Capital management
These reserves relate to the share of profit of joint ventures and associates over the distribution of which HEINEKEN does
There were no major changes in HEINEKEN’s approach to capital management during the year. The Executive Board’s
not have control. The movement in these reserves reflects the share of profit of joint ventures and associates minus
policy is to maintain a strong capital base to maintain investor, creditor and market confidence and to sustain future
dividends received. For retained earnings of subsidiaries that cannot be freely distributed due to legal or other restrictions,
development of the business and acquisitions.
a legal reserve is recognised. Furthermore, part of the reserve comprises a legal reserve for capitalised development costs.
HEINEKEN is not subject to externally imposed capital requirements other than the legal reserves. Shares are purchased
Reserve for own shares from time to time to meet the requirements of the share-based payment awards, as further explained in note 6.5.
The reserve for own shares comprises the treasury shares held by HEINEKEN. Refer to the table below with the changes
in 2022.
Number of Accounting policies
Reserve for own shares shares
Shares are classified as equity. When share capital recognised as equity is repurchased, the amount of the consideration
1 January 2022 408,052 paid, which includes directly attributable costs, is net of any tax effects recognised as a deduction from equity.
Changes 276,349 Repurchased shares recorded at purchase price are classified as treasury shares and are presented in the reserve for own
shares.
31 December 2022 684,401
When treasury shares are sold or reissued subsequently, the amount received is recognised as an increase in equity, and
Dividends the resulting surplus or deficit on the transaction is transferred to or from retained earnings.
The following dividends were declared and paid by HEINEKEN:
Dividends are recognised as a liability in the period in which they are declared.
In millions of € 2022 2021
Final dividend previous year €0.96, respectively €0.70 per qualifying share 552 403
Interim dividend current year €0.50, respectively €0.28 per qualifying share 288 161
Total dividend declared and paid 840 564
For 2022, a payment of a total cash dividend of €1.73 per share (2021: €1.24) will be proposed at the AGM on 20 April
2023. If approved, the final dividend of €1.23 will be paid on 2 May 2023, as an interim dividend of €0.50 per share was
paid on 11 August 2022. The payment will be subject to a 15% Dutch withholding tax.
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Notes to the Consolidated Financial Statements
Customers are monitored, on a country basis, according to their credit risk characteristics. A distinction is made between Loans and advances to customers 8.3 216 209
individuals and legal entities, type of distribution channel, geographic location, ageing profile, maturity and existence of Other non-current receivables 8.4 321 299
previous financial difficulties.
Guarantees to banks for loans (to third parties) 9.3 345 349
HEINEKEN has a policy in place in respect of compliance with Anti-Money Laundering Laws. HEINEKEN considers it 7,855 7,475
important to know with whom business is done and from whom payments are received.
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Notes to the Consolidated Financial Statements
The exposure to credit risk by segment for trade and other receivables excluding prepayments is as follows: Contractual maturities
The following table presents an overview of the expected timing of cash-out and inflows of non-derivative financial
Exposure to credit risk liabilities and derivative financial assets and liabilities, including interest payments.
5,000 2022
Carrying Contractual Less than More than
In millions of € amount cash flows 1 year 1-5 years 5 years
Financial liabilities
4,000
201 Interest-bearing liabilities (15,135) (17,749) (3,524) (5,815) (8,410)
522 Lease liabilities (1,241) (1,682) (376) (670) (636)
2021
0
2022 2021 Financial liabilities
Interest-bearing liabilities (15,766) (18,584) (3,293) (5,766) (9,525)
Europe
Lease liabilities (1,106) (1,554) (293) (632) (629)
Americas
Africa, Middle East & Eastern Europe Trade and other payables and returnable packaging
Asia Pacific deposits (excluding interest payable, dividends and
Head Office & Other/eliminations including non-current part) (8,036) (8,036) (7,978) (37) (21)
Derivative financial assets and (liabilities)
Cross-currency interest rate swaps (33) (98) 6 (45) (59)
Liquidity risk
Liquidity risk is the risk that HEINEKEN will have difficulties meeting payment obligations associated with its financial Forward exchange contracts (13) (36) (34) (2) —
liabilities, like payment of financial debt or trade payables when they are due. HEINEKEN’s approach to managing Commodity derivatives 64 64 62 2 —
liquidity is to ensure, as far as possible, that it will always have sufficient funds to meet its liabilities when due without Other derivatives 1 21 — 7 14
incurring unacceptable losses. We have strict credit policies in place, which help safeguard liquidity especially in macro-
economic downturn. Total (24,889) (28,223) (11,530) (6,473) (10,220)
HEINEKEN remains focused on ensuring sufficient access to capital markets to finance long-term growth and to For more information on the derivative assets and liabilities refer to note 11.6.
refinance maturing debt obligations. HEINEKEN seeks to align the maturity profile of its long-term debts with its
forecasted cash flow generation. More information about borrowing facilities is presented in note 11.3. Furthermore,
strong cost and cash management, as well as controls over investment proposals, are in place.
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Notes to the Consolidated Financial Statements
Market risk In respect of other monetary assets and liabilities denominated in currencies other than the functional currencies of
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates, commodity prices and HEINEKEN, HEINEKEN ensures that its net exposure is kept to an acceptable level by buying or selling foreign currencies
equity prices, will adversely affect HEINEKEN’s income or the value of its financial instruments. In 2022, we witnessed at spot rates when necessary to address short-term imbalances.
increased volatility in financial and commodity markets. The objective of HEINEKEN's market risk management is to
manage and control market risk exposures within acceptable boundaries. Exposure to foreign currency risk
Based on notional amounts, HEINEKEN's transactional exposure to the US Dollar and Euro as at 31 December is as
HEINEKEN enters into derivatives and other financial liabilities to manage market risks. Generally, HEINEKEN seeks to follows. The Euro column relates to transactional exposure to the Euro within subsidiaries which are reporting in other
apply hedge accounting or establish natural hedges to minimise the impact of market risks in profit or loss. Foreign currencies. The amounts below include intra-HEINEKEN cash flows.
currency, interest rate and commodity hedging operations are governed by internal policies and rules.
2022 2021
Foreign currency risk
In millions EUR USD EUR USD
HEINEKEN is exposed to:
Financial assets 213 4,106 173 5,098
– Transactional risk on (future) sales, working capital, (future) purchases, deposits, borrowings and dividends
denominated in a currency other than the respective functional currencies of HEINEKEN entities Financial liabilities (2,730) (4,480) (2,186) (5,457)
– Translational risk, which is the risk resulting from the translation of foreign operations into the reporting currency of Gross balance sheet exposure (2,517) (374) (2,013) (359)
HEINEKEN
Estimated forecast sales next year 171 1,258 151 1,208
The main currencies that give rise to this risk are the US Dollar, Mexican Peso, Brazilian Real, British Pound, Vietnamese Estimated forecast purchases next year (2,626) (2,612) (2,060) (2,412)
Dong and Euro. In 2022, the transactional foreign exchange risk was hedged in line with the hedging policy to the extent
possible. The resulting transactional impact was slightly negative, whereas the translational impact was positive. Gross exposure (4,972) (1,728) (3,922) (1,563)
Net notional amounts foreign exchange contracts 426 1,057 325 670
In managing foreign currency risk, HEINEKEN aims to ensure the availability of foreign currencies and to reduce the
impact of short-term fluctuations on earnings. Over the longer term, however, permanent changes in foreign exchange Net exposure (4,546) (671) (3,597) (893)
rates and the availability of foreign currencies, especially in emerging markets, will have an impact on profit. Sensitivity analysis
HEINEKEN hedges up to 90% of its net US Dollar export cash flows on the basis of rolling cash flow forecasts of sales and Equity (172) 53 (139) 23
purchases. Material cash flows in other foreign currencies are also hedged on the basis of rolling cash flow forecasts. For Profit/(Loss) (67) (10) (33) (5)
this hedging, HEINEKEN mainly uses forward exchange contracts. The majority of the forward exchange contracts have
maturities of less than one year after the balance sheet date. The sensitivity analysis above shows the impact on equity and profit of a 10% strengthening of the US Dollar against the
HEINEKEN has a clear policy on hedging transactional exchange risks. Translation exchange risks are hedged to a limited Euro or, in the case of the Euro, a strengthening of the Euro against all other currencies as at 31 December 2022. This
extent, as the underlying currency positions are generally considered to be long-term in nature. The result of the hedging analysis assumes that all other variables, in particular interest rates, remain constant. In the case of a 10% weakening, the
of translation risk, using net investment hedges is recognised in the translation reserve, as can be seen in the consolidated effects are equal but with an opposite effect.
statement of comprehensive income.
Interest rate risk
HEINEKEN's policy is to hedge material recognised transactional exposure like trade payables, receivables, borrowings Interest rate risk is the risk that changes in market interest rates affect the fair value or cash flows of a financial
and declared dividends. For material unrecognised transactional exposures like forecasted sales in foreign currencies, instrument. The most significant interest rate risk for HEINEKEN relates to borrowings (note 11.3).
HEINEKEN hedges the exposure between agreed percentages according to the policy.
By managing interest rate risk, HEINEKEN aims to reduce the impact of short-term fluctuations on earnings. Over the
It is HEINEKEN’s policy to provide intra-HEINEKEN financing in the functional currency of subsidiaries where possible to longer term, however, permanent changes in interest rates will have an impact on profit.
prevent foreign currency exposure on a subsidiary level. The resulting exposure at Group level is hedged by means of
HEINEKEN opts for a mix of fixed and variable interest rate financial instruments like bonds, commercial paper and bank
foreign-currency denominated external debts and by forward exchange contracts. Intra-HEINEKEN financing in foreign
loans, combined with the use of derivative interest rate instruments. Currently, HEINEKEN’s interest rate position is more
currencies is mainly in British Pound, US Dollar and Swiss Franc. In some cases, HEINEKEN elects to treat intra-HEINEKEN
weighted towards fixed than floating. Interest rate derivative instruments that can be used are (cross-currency) interest
financing with a permanent character as equity and does not hedge the foreign currency exposure.
rate swaps, forward rate agreements, caps and floors.
HEINEKEN has financial liabilities in foreign currencies like US Dollar and British Pound to hedge local operations, which
generate cash flows that have the same or closely correlated functional currencies. The corresponding interest on these
liabilities is also denominated in currencies that match the cash flows generated by the underlying operations of HEINEKEN.
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Notes to the Consolidated Financial Statements
Variable rate instruments Generally, HEINEKEN seeks to apply hedge accounting or make use of natural hedges in order to minimise profit and loss
Financial assets 3,186 3,534 or cash flow volatility. Refer to the table below for derivatives that are used in hedge accounting:
Of the total net deferred tax assets of €618 million as at 31 December 2022 (2021: €682 million), €84 million
(2021: €566 million) is recognised in respect of subsidiaries in various countries where there have been losses in the
current or preceding period. Management’s projections support the assumption that it is probable that the results of
future operations will generate sufficient taxable income to utilise these deferred tax assets. This judgement is performed
annually and based on budgets and business plans for the coming years, including planned commercial initiatives.
No deferred tax liability has been recognised in respect of undistributed earnings of subsidiaries, joint ventures and
associates, with an impact of €573 million (2021: €521 million). This is because HEINEKEN is able to control the timing of
the reversal of the temporary differences, and it is probable that such differences will not reverse in the foreseeable future.
Tax losses carried forward
HEINEKEN has tax losses carried forward of €3,802 million as at 31 December 2022 (2021: €3,752 million), out of which
€389 million (2021: €236 million) expires in the following five years, €158 million (2021: €128 million) will expire after
five years and €3,255 million (2021: €3,388 million) can be carried forward indefinitely. Deferred tax assets have not
been recognised in respect of tax losses carried forward of €2,470 million (2021: €1,959 million) as it is not probable that
taxable profit will be available to offset these losses. Out of this €2,470 million (2021: €1,959 million), €276 million
(2021: €198 million) expires in the following five years, €37 million (2021: €10 million) will expire after five years and
€2,157 million (2021: €1,751 million) can be carried forward indefinitely.
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Notes to the Consolidated Financial Statements
Effect of
Hyperinflation movements
restatement to 1 Changes in Hyperinflation in foreign Recognised in Recognised in
In millions of € 1 January 2021 January 2021 consolidation adjustment exchange income OCI/equity Transfers 31 December 2021
Property, plant and equipment (519) — (43) — (16) (35) — 4 (609)
Intangible assets (1,004) — (917) — (96) 64 — — (1,953)
Investments 30 — — — 1 (2) — — 29
Inventories 54 — (1) — 1 (5) — — 49
Borrowings 278 — — — 13 (6) 3 (2) 286
Post-retirement obligations 274 — — — 6 (32) (36) (1) 211
Provisions 245 — 10 — 5 8 — (3) 265
Other items 1 — — — (5) (10) (18) (1) (33)
Tax losses carried forward 421 — (1) — 7 41 (2) — 466
Net tax assets/(liabilities) (220) — (952) — (84) 23 (53) (3) (1,289)
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Notes to the Consolidated Financial Statements
13. Other Refer to the table below for detail of the determination of level 3 fair value measurements as at 31 December:
In this note, more information is disclosed regarding the fair value and the different methods of determining fair values. Level 3 fair value investments
Financial instruments - hierarchy Balance as at 1 January 102 84
The financial instruments included on the HEINEKEN statement of financial position are measured at either fair value or Fair value adjustments recognised in other comprehensive income 21 15
amortised cost. To measure the fair value, HEINEKEN generally uses external valuations with market inputs. The
Fair value adjustments recognised in profit and loss 35 3
measurement of fair value can be subjective in some cases and may be dependent on inputs used in the calculations.
The different valuation methods are referred to as ‘hierarchies’ as described below. Balance as at 31 December 158 102
– Level 1 - The fair value is determined using quoted prices (unadjusted) in active markets for identical assets or liabilities. The fair values for the level 3 fair value through OCI investments are based on the financial performance of the
– Level 2 - The fair value is calculated using inputs other than quoted prices included within level 1 that are observable investments and the market multiples of comparable equity securities.
for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices).
– Level 3 - The fair value is determined using inputs for the asset or liability that are not based on observable market
data (unobservable inputs). Accounting estimates
The following table shows the carrying amounts and fair values of financial assets and liabilities according to their fair The different methods applied by HEINEKEN to determine the fair value require the use of estimates.
value hierarchy. Investments in equity securities
Carrying amount Fair value The fair value of financial assets at fair value through profit or loss and fair value through OCI is determined by reference
to their quoted closing bid price at the reporting date or, if unquoted, determined using an appropriate valuation
In millions of € Note Level 1 Level 2 Level 3
technique. These valuation techniques maximise the use of observable market data where available.
Fair value through OCI investments 8.4 154 34 — 120
Derivative financial instruments
Non-current derivative assets 11.6 56 — 18 38
The fair value of derivative financial instruments is based on their listed market price, if available. If a listed market price is
Current derivative assets 11.6 70 — 70 — not available, fair value is in general estimated by discounting the difference between the cash flows based on
Total 2022 280 34 88 158 contractual price and the cash flows based on the current price for the residual maturity of the contract using observable
interest yield curves, basis spread and foreign exchange rates. These calculations are tested for reasonableness by
Total 2021 237 36 99 102 comparing the outcome of the internal valuation with the valuation received from the counterparty. Fair values include
the instrument’s credit risk and adjustments to take account of the credit risk of the HEINEKEN entity and counterparty
when appropriate.
Non-current derivative liabilities 11.6 (9) — (9) —
Borrowings1 11.3 (13,077) (11,397) (479) — Non-derivative financial instruments
Fair value, which is determined for disclosure purposes or when fair value hedge accounting is applied, is calculated based
Current derivative liabilities 11.6 (119) — (119) — on the present value of future principal and interest cash flows, discounted at the market rate of interest at the reporting
Total 2022 (13,205) (11,397) (607) — date. Fair values include the instrument’s credit risk and adjustments to take account of the credit risk of the HEINEKEN
entity and counterparty when appropriate.
Total 2021 11.3 (14,385) (14,185) (1,327) —
1 Borrowings excluding lease liabilities, deposits, bank overdrafts and other interest-bearing liabilities.
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Notes to the Consolidated Financial Statements
Accounting policies
Off-balance sheet commitments are reported on an undiscounted basis.
Raw materials purchase contracts
Raw material purchase contracts include long-term purchase contracts with suppliers in which prices are fixed or will be
agreed upon based upon predefined price formulas.
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Notes to the Consolidated Financial Statements
As at 31 December 2022, Mr. R.G.S. van den Brink held 22,221 Company shares and Mr. H.P.J van den Broek held 14,590 Supervisory Board
Company shares (2021: Mr. R.G.S. van den Brink 4,379 and Mr. H.P.J van den Broek 3,321). The individual members of the Supervisory Board received the following remuneration:
2022 2021 In thousands of € 2022 2021
Fixed salary 1,250 850 2,100 1,250 496 283 2,029 M. Das 130 130
Short-term incentive 2,940 1,428 4,368 3,168 897 — 4,065 M.R. de Carvalho 135 135
Matching share entitlement 1,291 627 1,918 1,436 407 — 1,843 V.C.O.B.J. Navarre1 — 45
3
Long-term incentive 3,133 1,347 4,480 2,266 428 1,349 4,043 J.G. Astaburuaga Sanjinés 55 122
Extraordinary share award — 1,385 1,385 — 1,883 — 1,883 P. Mars-Wright 144 126
Pension contributions 301 157 458 287 117 61 465 M. Helmes 133 125
13.4 HEINEKEN entities Apart from increasing the shareholding in Grupa Żywiec S.A. (refer to note 10.1), there were no significant changes to the
Control of HEINEKEN HEINEKEN structure and ownership interests.
The shares of the Company are traded on Euronext Amsterdam, where the Company is included in the main AEX Index. Percentage of ownership
Heineken Holding N.V. Amsterdam has an interest of 50.005% in the issued capital of the Company and consolidates the
Country of
financial information of the Company. incorporation 2022 2021
A declaration of joint and several liability pursuant to the provisions of Section 403, Part 9, Book 2, of the Dutch Civil Code Heineken International B.V. The Netherlands 100.0 100.0
has been issued with respect to legal entities established in the Netherlands. The list of the legal entities for which the
Heineken Brouwerijen B.V. The Netherlands 100.0 100.0
declaration has been issued is disclosed in the Heineken N.V. stand-alone financial statements.
Heineken Nederland B.V. The Netherlands 100.0 100.0
Pursuant to the provisions of Section 357 of the Republic of Ireland Companies Act 2014, the Company irrevocably
guarantees, in respect of the financial year from 1 January 2022 up to and including 31 December 2022, the liabilities Cuauhtémoc Moctezuma Holding, S.A. de C.V. Mexico 100.0 100.0
referred to in Schedule 3 of the Republic of Ireland Companies Act 2014 of the wholly-owned subsidiary companies Cervejarias Kaiser Brasil S.A. Brazil 100.0 100.0
Heineken Ireland Limited, Heineken Ireland Sales Limited, The West Cork Bottling Company Limited, Western Beverages Bavaria S.A. Brazil 100.0 100.0
Limited, Beamish & Crawford Limited, Comans Beverages Limited and Nash Beverages Limited.
Heineken France S.A.S. France 100.0 100.0
Significant subsidiaries
Nigerian Breweries Plc. Nigeria 56.7 56.3
Set out below are HEINEKEN’s significant subsidiaries at 31 December 2022. The subsidiaries as listed below are held by
the Company and the proportion of ownership interests held equals the proportion of the voting rights held by Heineken USA Inc. United States 100.0 100.0
HEINEKEN. The disclosed significant subsidiaries represent the largest subsidiaries and represent an approximate total Heineken UK Ltd United Kingdom 100.0 100.0
revenue of €22 billion and total asset value of €33 billion and are structural contributors to the business.
Heineken España S.A. Spain 99.8 99.8
Heineken Italia S.p.A. Italy 100.0 100.0
Brau Union Österreich AG Austria 100.0 100.0
Grupa Żywiec S.A. Poland 99.3 65.2
LLC Heineken Breweries Russia 100.0 100.0
Heineken Vietnam Brewery Limited Company Vietnam 60.0 60.0
SCC - Sociedade Central de Cervejas e Bebidas S.A. Portugal 100.0 99.9
United Breweries Limited India 61.5 61.5
Heineken South Africa (Proprietary) Limited South Africa 82.4 82.4
For more details on personnel expenses and amortisation, depreciation and impairments, refer to notes 13.3 and 6.6 of
the consolidated financial statements, respectively.
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Annual Report 2022 120
Heineken N.V. Balance Sheet
Cost of
Share Share Translation Hedging hedging Fair value Other legal Reserve for Retained Net profit/ Shareholders'
In millions of € capital premium reserve reserve reserve reserve reserves own shares earnings (loss) equity
Balance as at 1 January 2022 922 2,701 (4,003) 56 (8) 56 1,128 (37) 13,217 3,324 17,356
Profit — — — — — — 208 — (208) 2,682 2,682
Other comprehensive income/(loss) — — 384 (103) (1) 14 — — 63 — 357
Total comprehensive income/(loss) — — 384 (103) (1) 14 208 — (145) 2,682 3,039
Realised hedge results from non-financial assets — — — — — — — — — — —
Transfer to retained earnings — — — — — — (94) — 3,418 (3,324) —
Dividends to shareholders — — — — — — — — (840) — (840)
Purchase own shares or contributions received from NCI shareholders — — — — — — — (43) — — (43)
Own shares delivered — — — — — — — 20 (20) — —
Share-based payments — — — — — — — — 49 — 49
Acquisition of non-controlling interests — — — — — — — — (373) — (373)
Hyperinflation impact on participating interest — — — — — — — — 361 — 361
Changes in consolidation — — — — — — — — 2 — 2
Balance as at 31 December 2022 922 2,701 (3,619) (47) (9) 70 1,242 (60) 15,669 2,682 19,551
For more details on reserves, refer to note 11.4 of the consolidated financial statements. For more details on share-based payments, refer to note 6.5 of the consolidated financial statements.
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Notes to the Heineken N.V. Financial Statements
Reporting entity
The Company financial statements of Heineken N.V. (the ‘Company’) are included in the consolidated financial A. Company disclosures
statements of Heineken N.V.
A.1 Investments
Basis of preparation The below table provides an overview of the movements of the investments during the year:
The Company financial statements have been prepared in accordance with the provisions of Part 9, Book 2, of the Dutch
Civil Code. The Company uses the option of Article 362.8 of Part 9, Book 2, of the Dutch Civil Code to prepare the Loans to
Company financial statements, using the same accounting policies as in the consolidated financial statements. Participating participating
Valuation is based on recognition and measurement requirements of IFRS as adopted by the EU as explained in the In millions of € interests interests Total
notes to the consolidated financial statements. Balance as at 1 January 2022 21,089 9,906 30,995
Profit/(loss) of participating interests 3,047 — 3,047
For disclosures of significant direct and indirect participating interests, refer to notes 10.3 and 13.4 of the consolidated
financial statements.
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Annual Report 2022 123
Notes to the Heineken N.V. Financial Statements
A declaration of joint and several liability pursuant to the provisions of Section 403, Part 9, Book 2, of the Dutch Civil Code has been issued with respect to the following legal entities established in the Netherlands:
During the year the movements in borrowings were as follows: In millions of € 2022 2021 2022 2021 2022 2021
Audit of HEINEKEN and its subsidiaries 3.1 3.1 7.6 6.9 10.7 10.0
Derivatives used
Unsecured bond Commercial for financing Other audit services 0.3 0.2 0.2 0.3 0.5 0.5
In millions of € issues paper activities Total
Other non-audit services — — 0.2 0.1 0.2 0.1
Balance as at 1 January 2022 13,517 — 33 13,550
Total 3.4 3.3 8.0 7.3 11.4 10.6
Effects of movements of exchange rates 209 — (50) 159
Repayments (974) — — (974)
Other 10 — — 10 Accounting policies
Balance as at 31 December 2022 12,762 — (17) 12,745 Fees for audit services are included in the other expenses in the consolidated financial statements (refer to note 6.3 of
the consolidated financial statements for more information). These fees are recognised when the service is provided.
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Notes to the Heineken N.V. Financial Statements
Brew a Better
World 2030
We are building execution and operational momentum to bring our
stepped-up Brew a Better World 2030 ambitions to life. This means
weaving sustainability into the fabric of how we run our business
and the decisions we make, every day.
Achieving our Brew a Better World ambitions will require a number of
shifts – from good progress to next-level ambition, from solid
execution to global learning and sharing, from effective local
partnership working to strategic global partnerships, and from stand-
alone performance tracking to fully integrated performance
management. We have also introduced long-term incentive targets
linked to Brew a Better World progress for all our leaders globally.
None of us have done this before and we are learning together,
sharing experience and collaborating internally, across our operating
companies, and externally with our partners and peers.
Visit our website to discover more about our Brew a Better World strategy,
material issues, contribution to the UN SDGs and benchmarks & ratings
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Brew a Better World 2030 strategy
Our ambitions
Introduction
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Annual Report 2022 128
Our impact from Barley to Bar
Environmental
Our focus area Our goals and our progress Our 2022 results
Maximise 2025
Zero waste to landfill for all our production sites
143 out of 186 sites are landfill free
circularity
2030 Strategy to be announced in 2023
Turn waste into value and close material loops
throughout the value chain
watersheds
2030 Water circularity actions started
Maximise reuse and recycling in water-stressed areas
Progress towards our goals Read more about the definitions and the scope
Note: All numbers in Our 2022 results have limited assurance by Deloitte, see page 191 for the Assurance Report.
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Our Brew a Better World 2030 goals and progress
Social
Our focus area Our goals and our progress Our 2022 results
Progress towards our goals Read more about the definitions and the scope
Note: All numbers in Our 2022 results have limited assurance by Deloitte, see page 191 for the Assurance Report.
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Our Brew a Better World 2030 goals and progress
Responsible
Our focus area Our goals and our progress Our 2022 results
Always 2023
A zero alcohol option for two strategic brands available in
Markets with a zero alcohol option for at least two
strategic brands represented 46% of our beer and
a choice majority markets (accounting for 90% of our business) cider volumes
Progress towards our goals Read more about the definitions and the scope
Note: All numbers in Our 2022 results have limited assurance by Deloitte, see page 191 for the Assurance Report.
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Environmental
In 2022, we kick started our strategy, setting up a team of
Reach net zero carbon experts and developing robust governance while engaging
Acting now to protect emissions with external stakeholders including suppliers, peers and
partners to take collaborative action to drive the low-
carbon transition.
As well as being a global threat to humanity, climate
the long-term
limit global warming to 1.5°C and safeguard the planet. 2019 and we have contributed to their Net-Zero Standard
This ambition will shape the way we do business for the and Forest, Land and Agriculture (FLAG) standard as
decades to come. technical advisor.
Our strategy is aligned with the sixth report of the The SBTi has approved our 2030 near-term target to
Our Brew a Better World strategy is built on the Intergovernmental Panel on Climate Change (IPCC) and reach net zero emissions in scope 1 and 2 and reduce our
understanding that we can only thrive when our planet is translates ambition into action to reduce emissions and total emissions (scope 1, 2 and 3) by 30% by 2030. In
healthy and thriving. Climate change has already altered help restore healthy functioning ecosystems. 2023, we will work to gain validation of our long-term
ecosystems and it is negatively impacting agriculture and target to reach net zero emissions across the entire value
people’s health and livelihoods around the world. We In April 2021, we disclosed our Brew a Better World
chain by 2040.
must act now to dramatically reduce the long-term ambition to aim for net zero carbon emissions across our
entire value chain by 2040. We also set intermediate goals
devastating impacts on our climate, biodiversity, water Read more about our net zero roadmap
to reach net zero in scope 1 and 2 and reduce our scope 3
and natural resources, with business playing a central role. emissions by 21%, by 2030. This means we are aiming
to reduce our emissions across our value chain by 30%
Reducing emissions from barley to bar
We are leaning into our biggest by 2030. Our strategy is based on the four Rs: Reduce, Replace,
opportunities and challenges with our Remove and Report. We are working to decrease absolute
ambition to reach net zero carbon We continuously review our strategies and goals against the carbon emissions across the entire value chain – from
emissions in our production and across latest science. This includes measuring progress against barley to bar – with supplier engagement and sustainable
verified science-based targets which determine how much sourcing playing an important role.
our entire value chain. Maximising the
and how quickly we need to reduce emissions to limit global
circularity of products and processes and warming to 1.5°C above pre-industrial levels.
contributing to the health of local
watersheds is central to this mission.
Thermal energy consumption PJ 16.2 17.1 19.2 14.6 15.5 17.5 1.4 1.5 1.6 0.3 0.1 0.1
Renewable thermal consumption Own-generated PJ 1.1 1.5 3.7 1.1 1.5 3.6 0 0 0.1 0 0 0
Renewable thermal consumption Purchased PJ 1.3 1.3 1.6 1.3 1.3 1.6 0 0 0 0 0 0
Electricity consumption GWh 2,041 2,090 2,302 1,952 2,005 2,216 75 80 81 13 5 5
Renewable electricity consumption Own-generated GWh 12 22 34 12 22 34 0 0 0 0 0 0
Renewable electricity consumption Purchased GWh 711 1,057 1,303 674 998 1,251 33 55 47 4 4 5
HC-based refrigerants in use* tonnes 85 85 67 80 81 63 4 4 4 1 0 0
HC-based refrigerants lost tonnes 13.8 9.5 6.9 13.7 9.5 6.9 0.1 0 0 0 0 0
kg R11
equivalents 132 153 191 132 153 191 0 0.1 0 0 0 0
ktonnes
CO2-eq 15.6 16.8 16.9 15.5 16.8 16.9 0.2 0 0 0 0 0
Water withdrawal Mm3 84.6 87.5 94.7 82.4 85.4 92.5 1.9 2 2.1 0.3 0.1 0.1
Wastewater quantity Mm3 52.9 54.9 60.9 51.2 53.4 59.3 1.3 1.4 1.5 0.3 0.1 0.1
Wastewater organic load before treatment ktonnes COD 175 192 218 169 186 212 4 5 5 1 1 1
Effluent organic load discharged to surface water ktonnes COD 8.7 10.9 8.9 8.5 10.7 8.7 0.2 0.2 0.2 0 0 0
* 2020 and 2021 numbers have been restated
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Social
I&D Councils
Embrace inclusion and To ensure I&D is fully embedded in the organisation, our
diversity ambition is to set up I&D councils in all operating
2023 goal
SMART Outsourcing programme and guidelines are We continue to strengthen and build from our HEINEKEN Life Saving Commitments
designed to map third-party service providers and their Safety Leadership framework, where we are taking our The Life Saving Commitments (LSCs) are based on our
Equal pay for equal work: assessments employees. We assess a sample of these against our fair management teams through a safety leadership operation’s highest risk activities and apply to anyone
and action labour principles and work with service providers to close any experience designed to make a safe working culture working on behalf of our Company, employees and
gaps. We also continually embed learnings to improve personal, and part of the way we do business. contractors, on or off premises. We expect everyone’s
We recognise the importance of equal pay and aim to
contract management of outsourced service providers and personal commitment and actions to comply with the
drive this ambition within and beyond our organisation. We work diligently to integrate safety leadership into our
workplace practices. LSCs and HEINEKEN’s safety standards.
Our goal is to ensure equal pay for equal work (or work of global programmes (e.g. through competence building,
equal value) between female and male colleagues. Raising standards with service providers leadership programmes, etc.). Our tools enable our We have developed specific guidelines for people
Social sustainability and human rights are a foundation operating companies around the world to assess their managers who play a crucial role in the health, safety and
By 2023, assessments and actions will be in place to close
of how we do business with third-party service providers current status, identify gaps and develop improvement well-being of employees and contractors. Safety must be
any gaps. Action plans focus not only on potential pay gap
in Africa. We conducted our third round of assessments plans to close gaps. included in all business decisions and all employees and
by job grade, but also gender representation, performance
assessments and salary increase, opportunities for in 2022, when 12 of our largest businesses in Africa contractors must be supported to adhere to the LSCs.
We will launch the Safety Leadership standard in early
promotions and gender balance in management teams. were assessed. 2023 to monitor progress as part of our global health and The newly launched Golden Principle is the overarching
Globally, in 2022, 31% of our operating companies safety management system. principle through which we empower and ask everyone to
We recognise the importance of equal pay for equal work
in our rewards processes. For every moment in the were assessed. We accelerated the programme to stop work and speak up when work cannot be executed
Grow leadership capacity to develop world-class
employee lifecycle where salary decisions are made, a fair include the Asia Pacific region, completing assessments safely, or if it is not possible to adhere to the LSCs.
safety culture and performance
and neutral decision must be assured. of 18 operating companies. Our safety, health and well-being strategy reflects our In 2022, we launched the Life Saving Commitments
In 2023, we will expand assessments beyond the Africa Company value of Care. We focus on shaping a leading e-learning for all people managers. It is designed to equip
In 2022, we assessed progress across all our operating
and Asia Pacific regions. Our aim is for all operating safety culture and ensuring it is fully embedded in our the learner with the knowledge to recognise and apply the
companies to track and monitor improvements on the
companies to have had an initial assessment by the end ways of working. This requires everyone’s leadership, LSCs and Golden Principle. The LCS e-learning has been
path to equal pay for equal work. By the end of 2022,
of 2025, with actions to close gaps and embed into engagement and participation. completed by 80% of our people managers. We aim to train
100% of operating companies have been assessed and
100% have action plans in place. As part of this business as usual, running until 2030. the remaining people managers before the end of 2023.
Our team of more than 400 health and safety
assessment, we looked at whether action plans in place We have seen encouraging improvements since we first professionals around the world work together to We also launched an LSC e-learning for all employees to
are effective or needed to be refined and whether embarked on this initiative. In Nigeria, we have worked implement best-in-class processes and programmes, ensure understanding of the 12 Life Saving Commitments
year-on-year progress has been made. with 76 outsourced service providers who employ 10,000 build internal capabilities and develop talent to achieve and the Golden Principle across our operating
people over the last three years. Together with the service a world-class safety culture and performance. companies globally.
In 2023, we will focus on operating companies with higher
pay gaps and work with them to close any gaps to providers, we have improved management systems and Our strategy targets our highest risks – namely road safety
remediate the identified gaps to drive year-on-year progress. business process to systematically improve the living and driving, forklift safety, contractor safety and process
standards and working conditions of third-party workers. safety. Centres of Excellence focus on these priority areas,
2030 goal This has resulted in wage payments that are 70% above identifying gaps, developing improvement plans and
the national minimum, provision of medical insurance, monitoring implementation and progress of plans. We
Ensure fair living and working pension, and other benefits. continuously improve our safety performance by
standards for third-party employees executing major risk reduction programmes focused on
and brand promoters 2030 goal each of these risks.
Looking beyond our direct employees, our goal is that third- Create leadership capacity to drive
party employees delivering labour-based services (catering, zero fatal accidents and serious
cleaning and security) on our sites and brand promoters
injuries at work
benefit from fair living and working standards. Third-party
employees are an important part of our Company and we We have significantly reduced the accident frequency in
take responsibility for making sure they work reasonable our operations since 2015. However, we still experience
hours in a safe, healthy and decent environment and earn a incidents as a result of our business. We remain committed
fair wage. These topics are embedded in our definition of to doing our utmost to ensure all our colleagues and
fair living and working standards. To meet our goal, the contractors return home safely every day.
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Social
Fatalities and serious injuries The increase in the accident rate is related to the inclusion Sustainable and transparent tax strategy
We deeply regret that two people lost their lives while of the acquired India business and the ‘positive’ impact of We believe in responsible tax behaviour as an essential part
working for us in 2022 (2021: 2), both working as COVID-19 on the 2021 figures. of our sustainability strategy. The taxes we pay contribute
contractors. Every fatality is thoroughly investigated by an to local economies and support the development of the
There were 877 injuries that resulted in 725 with lost time many countries in which we operate. We support stable,
independent investigation team to identify and
injuries among our employees. 484 of these injuries were in transparent and predictable tax regimes that incentivise
understand the root causes. We take action to prevent long-term investment and economic growth.
logistics and distribution, 125 in commerce, 230 in Corporation income tax paid per region
recurrence and share learnings with corrective and
production and 38 in other functions. Our sustainable and transparent tax strategy is based on a
improvement actions followed up until closure.
The main types of work-related injuries are cuts by sharp number of key principles:
Our injury (accident) rate in 2022 was 1.01 per 100 FTE – Our commitment to comply with relevant tax laws and
objects (e.g. glass), injuries while lifting or carrying objects,
(2021: 0.89). international regulations – we aim to comply with the
slips or falls, hits by moving falling objects or vehicles
(e.g. forklifts). letter as well as the spirit of the law.
– Compliance with the HEINEKEN Code of Conduct and
VNO-NCW Tax Governance Code.
– Expectation that we will pay tax in the country where
our activities take place. We fully support and follow the
OECD transfer pricing guidelines and transactions
between our operating companies are based on the
‘arm’s length’ principle.
– Not using tax havens for tax avoidance purposes.
– Open and constructive dialogue with tax authorities
that is based on mutual respect, transparency and trust.
We have co-operative compliance relationships with tax
authorities in various countries.
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Social
HEINEKEN Africa Foundation By the end of 2022, 100% of our markets in scope had a Supporting refugees from Ukraine Raising the bar on local sourcing
social impact initiative in place. Many of these When Russia invaded Ukraine, we partnered with Habitat Our aim is to increase volume of agricultural raw materials
The HEINEKEN Africa Foundation (HAF) supports the partnerships work to reduce social inequality, from for Humanity in a co-ordinated effort to help Ukrainian sourced locally in Africa by 50% by 2025 compared to
health and well-being of communities in sub-Saharan improving access to the labour market to empowering 2020. In 2022, we achieved an estimated 26% increase –
refugees find emergency accommodation and longer-
Africa by providing vital access to healthcare and women and indigenous communities. In Nigeria and the almost 60,000 tonnes – above the 2020 baseline year.
term shelter in Ukraine’s neighbouring countries.
clean water. US for example we support the development of
Through a global fundraising effort, we contributed over This is driven by an over 40% increase in domestic raw
The HAF completed the final actions of our two-year entrepreneurs that have limited access to capital and
€1 million which enabled Habitat to support over 4,500 materials, notably from growth in Ethiopia, South Africa,
COVID-19 emergency response in the first half of 2022. resources. Other initiatives focus on the restoration and
refugees with free short-term accommodation, 1,200 with Egypt, Mozambique and Ivory Coast. The localisation of
Together with our partners, WaterAid and World Vision, preservation of natural habitats. In Vietnam for example
subsidised mid-term accommodation, and 10,000 with barley and malt in Ethiopia continues to grow rapidly, with
we committed €5 million to programmes in seven we started a partnership with WWF to restore ecosystems a recent IFC report highlighting that the malting and
in three critical river basins while supporting local shelter services at the border.
countries reaching over 37 million people with crucial brewing sectors contributed close to ETB 18 billion in tax
hygiene messages via TV, radio and print campaigns. Over livelihoods. In Surinam, we joined a partnership with the We also donated €700,000 to 20 local NGOs in the four revenue in 2021 and saved nearly USD 800 million in
1,400 handwashing stations were installed in markets, team of Professor Sieuwnath Naipal to plant mangroves neighbouring countries. Immediate relief efforts were import substitution.
schools and health centres, giving 1.7 million people the for coast protection and biodiversity support. In total, the focused on transport and legal assistance,
ability to wash their hands. We also provided training for initiatives in place in 2022 represented a total investment accommodation in hotels and apartments, medical and Conversely, regional raw materials have declined by
1,800 people to promote good hygiene and brought clean of €5.5 million. almost 40%, largely because the scarcity of African sugar
psycho-social support, and access to reliable information.
has resulted in a need to switch back to imported sources
water to 108,000 people. In collaboration with Mercy We are constantly looking for ways to bring our Company Employees also opened their homes to Ukrainian refugees
of supply.
Corps, we completed the renovation of the Bushara water purpose, The Joy of True Togetherness, to life in a world and we provided support for Ukrainian colleagues to
reservoir which was damaged by the eruption of the where people are hyper-connected yet increasingly isolated. relocate their families. Our local sourcing programme resulted in agricultural
Nyiragongo volcano. The reservoir supplies water to over For example, our partnership with NGO, The Human Library, raw material purchases with a total value of around
500,000 people in the city of Goma, DRC. hosts personal conversations designed to challenge stigma 2025 goal €250 million, which is double the value sourced in 2021.
and stereotypes. We also brought together a cross-section This value is shared across our end-to-end supply chain,
We continued to support local communities with donations Local sourcing of agricultural ingredients benefiting farmers, aggregators, transporters and
of €2 million in 2022. In Nigeria, South Africa, Ethiopia, of HEINEKEN colleagues and external thought leaders to in Africa: 50% increase in volume processors, as well as their families and wider communities.
Mozambique, Rwanda, Burundi and Sierra Leone we explore how we can catalyse the joy of true togetherness in
an increasingly polarised world. Our local sourcing projects in Africa have created jobs,
continued work with WaterAid and World Vision to provide The introduction of barley as a new crop for farmers in
supported sustainable development of the agricultural Africa continues to gather momentum, with varieties
WASH (water, sanitation and hygiene). We also launched
sector and improved the lives of rural communities. Our registered in nine countries in 2022. This will help to ensure
three projects to improve public health centres in Amhara
approach has embedded local sourcing through a our local sourcing keeps pace with the increasing demand
(Ethiopia), Bujumbura (Burundi) and Kisangani (DRC).
business-led programme, which nowadays spans 30 value for local barley and malt, which is driven by
chains across 12 operating companies.
€17.8m premiumisation of our brand portfolio across Africa.
committed to 146 health and water projects Local sourcing brings benefits to farming communities, We continue to work with partner experts in the local
since the start of the foundation in 2007 governments and our Company alike. Substituting imports sourcing programme, including the Wageningen
also reduces the demand for hard currency (Forex), which University on climate resilience and with IFC on the barley
is a challenge in many markets. development programme in Ethiopia.
2030 goal
However, creating stable agricultural value chains is
A social impact initiative in 100% of our complex and increasingly impacted by climatic, socio-
markets every year economic and political volatility. We have learned that
Our goal is that 100% of markets will have a social impact resilience and long-term persistence is critical to success.
initiative in place each year. We want to make a positive For example, through our barley sector development
difference based on what matters most for each programme in Ethiopia we have increased local sourcing
community. That is why we require initiatives to support from less than 5% in 2018 to more than 70% in 2022.
one or more of the UN SDGs, as relevant to the
specific community.
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Responsible
responsible consumption markets around the world. The trend towards moderation
continues with research showing that 67% of people who
consume alcohol are either moderating or looking to
investing in building the category and developing
outstanding 0.0 beverages so that a non-alcoholic
alternative is always available where we sell beverages.
moderate their consumption of alcohol.
In 2022, our operating companies with a zero alcohol
We believe alcohol, when consumed We are actively building a positive choice for consumers option for at least two strategic brands represented 46%
in moderation, can be part of a well- with our 0.0 beer portfolio of brands, recognising that this (2021: 43%) of our total beer and cider volume.
balanced lifestyle. That’s why we are is where we can have a real impact. Our aim is to empower Heineken® 0.0 was available in close to 110 markets by the
dedicated to leading the debate on consumers by making it easier to select the right beer for end of the year (2021: 100).
responsible consumption and are the right occasion, everywhere and at any time of day – be
Building on this, our zero alcohol beverages category had
taking action to decrease harmful that with or without alcohol.
289 zero alcohol line extensions across 125 brands. The
consumption. Our 0.0 portfolio now includes global and local propositions next step in our journey is to focus on more brands tackling
spanning a variety of taste profiles (lager, flavoured, non- the moderation agenda and bringing the messaging to a
Using the strength of our brands, we
lager, etc.). 2022 saw the launch of the new Heineken new level.
aim to reach 1 billion consumers every campaign – ‘Cheers To No Alcohol’ – which addresses the
year by being bold in how we feeling of exclusion that individuals often experience when Our focus on closing the gap between alcoholic and non-
communicate a zero tolerance attitude choosing not to drink alcohol at social occasions and shows alcoholic beer penetration resulted in strong double-digit
towards harmful drinking. This includes that Heineken® 0.0 gives everyone the opportunity to revenue growth in key markets such as Brazil, UK,
directing 10% of Heineken® media enjoy social drinking moments together. Netherlands, Germany and Hungary.
spend towards promoting responsible We also launched our global multi-brand always a choice We brought existing propositions to new markets (such as
consumption. We are also empowering campaign, ‘The Choice Is Yours’. Applying a creative spin to Ecuador and Mozambique) and introduced new brand
consumers with our growing low- and relatable occasions, the campaign reminds consumers that extensions such as Cruzcampo Gran Reserva 0.0,
no-alcohol portfolio to ensure they they always have a choice between alcoholic and non- Desperados Virgin Mojito 0.0 and Zlaty Bazant Fresh Apple
always have a choice. Advocating for alcoholic beverages. Radler 0.0%.
labelling transparency is an important
part of ensuring consumers can make
an informed choice about the products
they consume.
Training employees on anti-bribery In 2022, we carried out pulse surveys in more than
Responsible business and corruption 30 countries to understand potential barriers that may
Foundation: conduct Anti-bribery and corruption e-learning equips selected prevent employees from speaking up. We are taking action
employees to recognise and deal with potential bribery in response to the findings including further clarification on
We are committed to conducting business with integrity challenges that they may encounter during their work. In various aspects of Speak Up and non-retaliation.
Our ways of
and fairness and with respect for people, the law and our 2022, almost 10,000 employees completed the training. In 2022, we received over 2,400 reports of suspected
values. Our business conduct framework ensures that we Anti-corruption policies – which cover bribery and other misconduct through Speak Up (2021: 1,700).
conduct business around the world in a responsible manner, topics such as conflicts of interest, fraud, money
Human rights audits Respecting human rights in high-risk contexts We launched new trainings for security staff in line with
Respecting human rights Human rights remain as a top risk and awareness and focus When we enter a market, we become part of the economy the Voluntary Principles on security and human rights,
on the topic has increased significantly in the last three and are embedded in the local market. Some countries will focusing on operations in volatile environments. This
years. We have performed 30 human rights reviews to go through periods of volatility which can present training is designed to ensure security service providers
Respect for people’s dignity and human rights is a assess performance across all four regions since 2019. We significant challenges and dilemmas for governments, have the knowledge and understanding to conduct daily
foundation of how we do business – both in our own use the information provided to address human rights issues citizens and long-term investors like us. tasks in compliance with international standards on
operations and across our entire value chain. and risks. HEINEKEN employees and on-site outsourced security and human rights and with our policies regarding
employees are within the scope of these assessments. Experience has shown that we need to be prepared to deal human rights and ethical conduct.
We follow the UN Guiding Principles on Business and with high-risk contexts that could impact our business and
Human Rights and OECD Guidelines for multinationals. In 2022, we completed nine reviews spanning the Europe, the human rights of our employees and people connected Trainings are in person and have now been conducted in
Our Code of Business Conduct, Human Rights Policy and Americas and Asia Pacific regions. In the Africa, Middle to our business. The risk of human rights violations can be five operating companies including Ivory Coast, Democratic
Supplier Code guide how we assess, understand, avoid and East & Eastern Europe region, we worked closely with disproportionately high in areas of poor governance, Republic of Congo, Ethiopia, Burundi and Mozambique in
address human rights-related risks around the world. These social assessment experts, Partner Africa and Elevate to volatility and political instability. We constantly review 2021/2022. We aim to conduct further training in 2023.
conduct human rights audits in the Africa, Middle East & whether we can continue to operate in such contexts and,
are available in 40 languages to ensure information is
accessible to intended audiences.
Eastern Europe and Asia Pacific regions. if so, how we can manage risks to people. Human rights supplier due diligence
Our impact on human rights can occur wherever and
These audits have resulted in 107 findings (29 high- and When identifying volatile countries, and specifically what
Tackling human rights issues requires multi-stakeholder however we operate – including through the activities of
78 medium-risk findings) since 2019. Findings differ per a volatile context could look like for our business, we are
collaboration and sharing of expertise internally and within our direct suppliers and their own suppliers.
country and include topics such as excessive working guided by external experts to consider conflict, security
and beyond our industry.
hours, insufficient policy awareness, discrimination, and factors such as governance, socioeconomics and We are committed to conducting business with integrity
Addressing human rights in operating companies working conditions of third-party employees, etc. We use potentially vulnerable groups. Countries included in this and fairness and with respect for people, the law and our
the findings to take action with operating companies and category will change over time and in relation to our values. We expect our suppliers to commit to responsible
To date, we have carried out on-site human rights risk
inform our overall human rights approach. portfolio of operating companies. business conduct at all times. Our Supplier Code
assessments and action planning workshops with 16
operating companies. These are followed up with actions In 2023, we plan to conduct a root cause analysis to To guide operating companies that are operating in volatile Compliance Procedure is implemented across all global
to address salient risks. Risks differ by country and include identify and explore risks and recurring patterns found in locations, we include specific information on respecting operating companies.
topics such as discrimination, excessive working hours, the past four years, along with a risk-based review of human rights in high-risk contexts in our global Human In 2022, we teamed up with a new partner to enhance the
harassment, road safety and working conditions of third- internal management systems and controls related to our Rights Policy. We have also designed a set of ‘Golden procedure and began piloting an end-to-end third-party
party employees and farm workers. supplier code of conduct. Principles’ and corresponding actions and conducted
risk management platform to perform environmental,
workshops on how to operate in high-risk contexts.
In 2022, we took the time to reflect on the outcomes of financial and human rights screening and due diligence
workshops and to evaluate the capabilities of our operating In 2022, we developed and launched a Volatile for suppliers.
companies for managing human rights risks. As a result, we Environments playbook. It provides clear guidance for
These structural changes to our third-party risk
decided to strengthen governance and support operating operating companies on how to identify and navigate
volatile circumstances in line with applicable standards management aim to provide the foundation for better
companies to further embed the Human Rights Policy insights, data and supply chain transparency.
before proceeding with more workshops. and guidance from external experts. The playbook steers
local action to understand context and impact, get to Creating systemic social change and improving labour
We launched a standalone internal Human Rights control know and connect with stakeholders, develop governance conditions of workers in our value chain and around the
for operating companies to self-assess standards and structures and train employees. world requires proactive collaboration with our suppliers
accountability for implementation of our Human and many other stakeholders. In 2022, we co-sponsored
Rights Policy. We are now implementing action plans and will include
new operating companies within the scope of the initiative an AIM-Progress Supplier Capability Building event in
In 2022, we also updated and published Human Rights should their environment become volatile or more volatile. Brazil. The focus was on health and safety, human rights
Policy implementation guidelines which provide practical due diligence, working hours, remuneration and benefits,
advice on implementing our Human Rights Policy. We
Security and human rights training water resilience and management of subcontractors.
have published the guidelines on our Company website. We have developed an operational framework that
In 2023, we plan to develop a human rights e-learning supports operating companies to maintain the safety and Learn more about this topic on our website.
module and re-launch workshops in a refreshed format. security of people and assets with respect for human rights
at its centre.
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Recommendations of the Task Force on Climate-related Financial Disclosures (TCFD)
Why climate risk assessment is important How HEINEKEN addresses climate risks
for HEINEKEN and its stakeholders and opportunities
Taking action on Climate change is a global threat to humanity that will
shape the way we do business in the coming decades. The
Our road to net zero emissions represents a major
transformation in the way we operate and means we
Strong governance for sustainability, which includes climate-related risk, is crucial for enabling success of our overall Supervisory Board level committees The Sustainability and Responsibility Steering
Supervisory Board Committee (S&R SteerCo), chaired by the CEO, is central
business strategy. Sustainability has been included as part of the Green Diamond, a ‘North star’ of the Company’s
The role of the Supervisory Board is to supervise the to climate-related risk management across the organisation.
EverGreen strategy and long-term value creation model, alongside top-line growth, profitability and capital efficiency. The S&R SteerCo oversees the execution of the Brew a
The broad range of sustainability issues, including identification and monitoring of climate risks, are embedded in management by the Executive Board as well as the
general affairs of the Company and its affiliated Better World agenda including delivery of the climate
HEINEKEN’s governance. The governance bodies presented in the below overview are key forums where sustainability strategy and adequacy of response to identified climate
enterprises. As part of this role, it has oversight of, amongst
is discussed. Climate-related risks and other information are discussed by these bodies as and when required in the others, sustainability matters including climate risk. risks. The SteerCo gathers at least every quarter.
course of the Company’s business.
The Sustainability and Responsibility Committee The Disclosure Committee reviews and advises on
focuses on supervising the activities of the Executive Board material public disclosures, including TCFD reporting.
with respect to environmental, social and responsible Topics considered by the Board committees in 2022
consumption matters. This includes a periodic review and included, amongst others, our strategy, goals and
evaluation of the Company’s sustainability and performance on scope 1, 2 and 3 carbon emissions and
responsibility performance and progress against its water protection, related investment plans, climate-related
objectives, including climate risks. The Committee meets risks and other TCFD implementation and disclosure aspects.
four times per year.
Managerial level committees
The Audit Committee supervises the activities of the
Executive Board with respect to the publication of financial The Carbon Steering Committee informs the S&R
information and other areas like governance, risk SteerCo and reviews the progress of our net zero carbon
management, non-financial reporting, and compliance programme towards set targets. The Towards Healthy
with internal and external audit recommendations for Watersheds Steering Committee informs the S&R
these areas. The Committee meets at least twice a year. SteerCo and reviews the progress of our water programme
towards set targets. Amongst other matters, the SteerCos
The Remuneration Committee, meeting at least once a consider the impact of climate-related risks and monitor
year, makes recommendations to the Supervisory Board progress through tracking tools and dashboards. The
on target setting, including for sustainability matters. Carbon SteerCo gathers every six weeks. The Towards
Healthy Watersheds Steering Committee gathers at least
Executive Board level committees three times a year. The CSRD Steering Committee,
Executive Board which will focus on monitoring implementation of the
The primary duties of the Executive Board are to initiate and upcoming EU CSRD/ESRS requirements, started its activities
set the corporate strategy and to manage the Company, in February 2023.
including the sustainability strategy which is one of the
Company’s top priorities. Material climate-related topics are We link targets to remuneration
subject to approval by the Executive Board. In early 2022, following the proposal of the Remuneration
Committee, the Supervisory Board proposed to align the
Executive Team remuneration policy of the Executive Board to the
The role of the Executive Team in the sustainability area is EverGreen strategy and our Brew a Better World strategy.
to ensure effective implementation of our Brew a Better The Annual General Meeting of Shareholders subsequently
World strategy across the organisation. Several members of approved the introduction of ESG-related performance
the Executive Team are members of the Executive Board measures in the long-term incentive plan of the Executive
level committees and the Managerial level committees. Board in April 2022. Long-term incentive remuneration is
The Risk Committee, chaired by the Chief Financial tied to two environmental targets (on carbon and water
Officer (CFO), regularly reviews the group’s risk assessment usage) and one social target (on gender balance). The
that summarises the Company’s key risks, associated sustainability-tied part of the long-term incentive plan
mitigating actions and monitoring activities. Climate risks accounts for 25% and is linked to the performance over a
are considered among the top risks. The Risk Committee three-year period. These targets are cascaded to the senior
meets three times per year. management community.
For further information on the corporate
governance and remuneration please see pages
44–51 and 59–69
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Strategy and climate-related risk management
How climate-related risks were identified Climate risk management is integrated into our overall The scenarios were developed to assess HEINEKEN’s Risks for HEINEKEN in a 1.5°C scenario
governance process to ensure we achieve our strategic exposure and financial risk in a structured way, through
Identification and assessment of climate risks and their GHG reduction goals and prepare for how climate change the following activities:
impacts is a new and complex exercise. To identify and will impact our operations and value chain. A climate risk
assess the key risks, a dedicated task force team was set 1. Scenario scoping was conducted by identifying macro-
conscious approach is also being embedded in our ways of level driving forces. These can be described as
up. This included risk management specialists, internal and working, recognising that a proactive attitude towards
external subject matter experts and business strategy underlying reasons of change and may relate to
managing climate risks is essential in our day-to-day changes in technology, customer preferences,
specialists. We performed scenario analysis following operations to ensure delivery of our strategic objectives.
TCFD recommendations and analysed impacts of government interventions through regulation,
identified risks in line with our risk assessment Due to the high uncertainty of climate factors, monitoring competitor moves, and supplier or sourcing instabilities.
methodology. Explanation of the methodology used for the significance of risk categories will be an ongoing 2. Forward-looking data from recognised scientific sources
financial assessment of the three key climate-related risks process considering changes in external conditions and such as IPCC1, IEA2, NGFS3, WRI4 and FAO5. This
is provided in the following sections of this report. scenario assumptions. We will revise and update our includes climate models and projections which were
detailed scenario analysis every two years and reassess used to inform the two scenarios.
Based on the methodology applied and impact and identified climate risks annually. This scenario analysis and 3. PESTEL6 analysis was performed to describe each of the
likelihood analysis, we have added climate change in the climate-related risk assessment may be conducted more dimensions for the two scenarios: political; economic;
risk management section of this report, highlighting frequently in the event of significant political and social; technological; environmental and legal.
carbon pricing, water stress and climate-related barley economic changes or a drastic change in climatic factors.
yield losses as the main elements. Input from HEINEKEN’s strategy, risk management and
Read about the Company’s Risk management sustainability teams led to the selection of a range of risks
The identified risk went through the established levels of framework on pages 34–39
approval as per the risk management governance
for qualitative impact assessment, as presented in the Risks for HEINEKEN in a 3-4°C scenario
charts on this page.
(approved by the S&R SteerCo and the Risk Committee
and reviewed by the Supervisory Board S&R Committee) How we used scenario analysis From the list of highly rated risks, we selected three most
and was included in our general risk management process. We conducted our first detailed scenario analysis for material risks for financial impact quantification based on
climate risks following the TCFD guidance in 2022. When the above-described scenarios. These three risks are
How climate-related risks are managed developing relevant scenarios based on the IPCC1 and IEA2 related to:
We continuously monitor and evolve our climate risk scenario models, we considered two climate scenarios, – carbon pricing impact on value chain and
management and mitigating actions. Throughout the to test a full range of impacts: own operations;
year, the Risk Committee reviews relevant risks to assess
– the global temperature increase of 1.5°C to preindustrial – water stress impact on own operations; and
their potential impact on our business model, operations,
levels as the baseline goal of the Paris Climate
performance, stakeholders, values and solvency or – climate-related barley yield losses.
Agreement; and
liquidity. Due to their specific and broad reaching nature,
the identified climate-related risks are also regularly – the 3-4°C scenario reflecting the implications of a Other risks and opportunities identified as potentially
discussed at meetings of the S&R SteerCo and managerial society failing to deliver enough decarbonisation efforts. relevant and material are monitored and will be further
level committees like Carbon and Towards Healthy Every company selects its own time horizons for scenario assessed during the next stages of our TCFD analysis.
Watersheds Steering Committees. analysis and must factor in the specifics of its operations
and features of corporate governance and planning. For
the purpose of the development of the two scenarios and
the assessment of HEINEKEN’s exposure and financial risk,
we applied the long-term timeframes 2040 and 2050.
Selected potential risks 2040 2050 2040 2050 Risk drivers and assumptions
Carbon pricing on supply chain and – Changing and more constricting regulations and (climate) ambitions could drive implementation of taxes or market schemes. This could translate into
own operations rising direct and indirect costs linked to carbon emissions, where the strongest impact would likely be on costs of sales linked to raw materials, production
Regulatory events to drive change and distribution emissions.
in energy/supply costs Higher Higher Medium Higher – Development of HEINEKEN’s future GHG emissions in line with regular business growth.
– Percentage of emissions subject to carbon pricing. For the purpose of the analysis, it is assumed that all emissions are covered.
– Development of future carbon prices based on the IEA, IPCC and NGFS.
– Extent of suppliers’ cost increase passed on to the Company. In this first analysis we assumed that all costs are absorbed by HEINEKEN.
Water stress on own operations – Risks related to water may be experienced through exposure to water-related challenges – for example water scarcity, water stress, flooding, droughts –
Price increase due to instability that may affect our manufacturing facilities’ ability to supply water-based products due to lack of freshwater supply.
in supply and regulations – Development of HEINEKEN’s future water footprint in line with regular business growth.
Higher Higher Higher Higher – Development of future water prices based on water stress levels and maturity of different technological solutions.
– Development of regulatory water usage restrictions during extended periods of extreme water stress and high seasonal variability
(assumed that up to 100% of water usage is reduced for 14-30 days).
Climate-related barley yield losses – Elements of climate change such as increased temperature, extreme weather events and water scarcity are likely to impact barley yield.
Low yield to impact agri-commodity – While average yield losses are relatively limited, annual variability is expected to strongly increase. This could have an impact on price.
prices and volatility Lower Lower Lower Lower – Future development of key commodity requirements against regular business growth.
– Climate change crop yield factor: development of agricultural yield based on FAO and W. Xie et al. (2018) future projections.
– Price response factor: direct 1:1 inverse relationship between crop yield and price.
Quantification approach
1. From desk research, obtain expected carbon pricing per scenario and regional 1. From desk research, obtain baseline and expected changes in water stress and seasonal 1. Establish baseline barley requirements based on sourcing data.
breakdown2. availability per site3. 2. Establish baseline barley cost.
2. Establish baseline carbon emissions. 2. Establish baseline water requirements based on production volume and average water 3. Scale barley requirements based on expected annual growth rate.
3. Scale carbon emissions based on expected annual growth rate. usage data, and business disruption value based on insurance data. 4. From desk research, calculate expected change in barley yield over time per climate
4. For each time horizon, scenario and country, calculate the gross financial impact on 3. Scale water requirements based on expected annual growth rate. scenario and supplier country4.
HEINEKEN business, based on the scaled emissions and carbon pricing outlooks. Scale 4. Establish how change in water stress/seasonal variability drives changes in water pricing 5. Inversely apply percent change in yield to commodity price to calculate commodity
according to emissions data coverage. and operational disruption frequency. price per year.
5. For each time horizon, scenario and country, calculate the gross financial impact on 6. For each time horizon, scenario and country, calculate the gross financial impact on
HEINEKEN business, based on the scaled water requirements and water pricing HEINEKEN business, based on the scaled barley needs and barley pricing outlooks.
outlooks, and business disruption occurrences and disruption values.
Impacts of changes of barley yield Our strategy to address impact on barley yield These measures bring us closer to regenerative agriculture One of the targets of our Brew a Better World strategy is
Climate change impact differs per country. Based on our initiatives which will cover wider areas such as water, that 100% of our main ingredients – hops and barley – will
High quality agricultural commodities such as malting biodiversity, soil health and farmer livelihoods. be sustainably sourced by 2030. We aim to achieve this by
climate study, we have identified countries that benefit
barley and hops are essential for the production of our increasing our support to suppliers and committing to
from moderate temperature increases and others which
beers. Negative climate impacts on agricultural yield and We source barley from geographies including Western
suffer a decline. In response to that, HEINEKEN takes a higher agricultural standards. We base our standards for
quality will affect agricultural commodity prices and Europe, Central and Eastern Europe, UK, Scandinavia,
number of actions. sourcing sustainably cultivated crops on the globally
market volatility, increasing our future cost of supply. Australia, USA, Argentina, Mexico, Brazil and others. This
recognised Sustainable Agriculture Initiative Platform.
In our current barley-sourcing regions, we are developing brings flexibility to our supply chain which helps mitigate
Key implications This requires the efficient production of safe, high quality
low carbon farming practices to deliver our goal of a net climate impacts globally. We are partnering with one of
– Barley represents 70% by volume of agricultural agricultural products in a way that protects and improves
zero value chain by 2040. HEINEKEN’s Low Carbon the leading research institutions in this field to assess the
commodities in our supply chain. As a result, the the natural environment, social and economic conditions
Farming Programme (LCFP), launched in 2020, begins physical climate change risk for barley growing areas
quantification of risk and impact is mainly focused of farmers, their employees and local communities, and
with pilot farms to test new practices, technologies and globally up until 2050, with deep-dive assessments in
on barley. safeguards the health and welfare of all farmed species.
nature-based solutions to validate the impact. In most Europe and the Americas. Using an advanced cropping
– Increasing negative climate impacts on agricultural cases, we engage the farmers via our (processing) suppliers systems model and tailored crop, water and soil For more information on our barley initiatives
yields and quality may result from changes in like maltsters. They advise farmers on different parameters, we are able to identify the risk of yield see page 137
precipitation, temperature and evapotranspiration. regenerative protocols (e.g. cover cropping, no tillage, reductions and opportunities for the development of new
– This could impact agricultural commodity prices organic matter use) and seeds/fertilisers that can be used. barley sourcing areas. Developing responsible agricultural For information on metrics we use to monitor our
supply chains to increase our volumes of sustainable raw progress, see page 137
and market volatility, increasing cost of supply The farmers decide which protocols to apply, so they are in
for HEINEKEN. the lead of their farming and harvesting process. In 2022, materials is a key priority for growing our business and a
we worked on more than 200 projects globally, including in crucial lever for reducing our carbon footprint.
– Most of the exposure to yield impacts on barley is
Mexico, Brazil, France, UK, Ireland and Australia. Pilots in
concentrated in Europe and Latin America.
2021 show a 25% CO2 emissions reduction and 40%
– While average yield losses are relatively limited, increase in CO2 sequestration.
annual variability is expected to increase significantly,
which could affect price.
Health and well-being Risk for incidents of child, forced or compulsory labour
An explanation of the operations and suppliers considered to have significant risk for incidents Respect for people’s dignity and human rights is a foundation of how we do business. We follow the UN Guiding Principles on Business
of child labour, forced or compulsory labour. Such risks could emerge in relation to: and Human Rights. Our Code of Business Conduct, Human Rights Policy and Supplier Code guide us to understand, avoid and address
a. type of operation (such as manufacturing plant) and type of supplier; and human rights-related risks around the world, supported by a robust due diligence process.
b. countries or geographic areas with operations and suppliers considered at risk. We consider suppliers that are producing goods or providing services in certain geographies as potentially high risk for incidents of child
or forced labour based on indexes such as Fragile State Index, Global Resilience Index, Global Slavery Index and Child Labour Human
Development Index. On top of that, we consider suppliers that are producing certain goods or providing certain services as potentially
high risk for incidents of child or forced labour. For example, suppliers of merchandise materials or temporary labour. Our Supplier Risk
Management process would flag these suppliers for further screening and due diligence process.
See the section ‘Foundation – Respecting human rights’ for more detail on our Supplier Risk management programme.
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World Economic Forum core metrics and disclosures
Health and well-being The number and rate of fatalities as a result of work-related injury
continued The number and rate of fatalities as a result of work-related injury; high-consequence work- One of the key goals of our Brew a Better World 2030 strategy is to create leadership capacity to drive zero fatal accidents and serious
related injuries (excluding fatalities); recordable work-related injuries; main types of work- injuries at work shifting our focus from an accident-based approach to building capacity for identifying and mitigating potential risks.
related injury; and the number of hours worked. See the section ‘A fair and safe workplace’ for 2022 data and details of our strategy.
Access to non-occupational medical and healthcare services
An explanation of how the organisation facilitates workers’ access to non-occupational We have more than 400 health professionals worldwide, based on more than 100 on-site HEINEKEN clinics in 25 different countries, to
medical and healthcare services, and the scope of access provided for employees and workers. ensure our employees can access a wide and extensive health network. They provide care, early diagnosis, treatment, and recovery at
all levels: primordial, primary, secondary, tertiary and quaternary (including remote areas within Africa, Middle East & Eastern Europe).
Our employees and dependants have access to broad medical services, such as screening and lab tests, medicines and pharmacy,
health benefits, disease prevention and health promotion projects (such as HIV, malaria, COVID-19), health trainings and educations.
They also have access to a vast and extensive health services network, available through our local partnerships and insured by qualified
private health insurance companies.
HEINEKEN also provides world class international evacuating and treatment to expats, business travellers, local employees and
dependants when the medical condition of a person cannot be safely and effectively treated in the country of employment or travel.
2. Financial assistance received from the government: total monetary value of Financial assistance reported in 2021 included mainly government grants related to COVID-19 (furlough arrangements), which are no
financial assistance received by the organisation from any government during longer reported.
the reporting period.
We see it as imperative to integrate our Brew a Better World performance in our Reliability and accuracy of data
Annual Report and provide independent confirmation that the information in this We have processes governing the collection, review and validation of non-financial data included in this report at
report is reliable and accurate. As a result, Deloitte provides limited assurance on both local operating company and global level. We apply uniform definitions and instructions for reporting purposes
the most important non-financial indicators. This section provides an overview of to improve the accuracy and comparability of data. Where possible, standard or automated calculations and validity
the reporting scope, key definitions and measurement principles related to our checks are built into systems to minimise errors. The Global Sustainable Development team consolidates, analyses
Brew a Better World 2030 KPIs. and further communicates data reported by operating companies and global functions on a quarterly basis and in
the Annual Report. Subject matter experts are involved at various levels to validate and challenge the data and
Reporting period and operating companies in scope process. We are continuously strengthening our data collection processes and underlying controls.
The non-financial indicators in this report cover the performance of all HEINEKEN consolidated entities from Our operating companies and data owners report fairly and in accordance with agreed procedures and instructions.
1 January 2022 up to and including 31 December 2022, unless otherwise stated. The scope of entities included in the However, it is not possible to ascertain full completeness and accuracy of data contained in our report. Operating
reporting is equal to the basis of consolidation as per our financial statements, unless otherwise stated. Refer to note 5 companies are at different stages of maturity with regards to data collection and reporting processes. Where we
General accounting policies sub (a) of the financial statements for the consolidation principles and note 13.4 for the have concerns, we highlight them in the report. HEINEKEN’s internal audit function, Global Audit, is involved in the
list of our significant subsidiaries. annual review of the non-financial reporting process, including the quality of control processes at various levels and
Deviations from the reporting scope depend on the nature of each indicator and exceptions and limitations are data ownership. Deloitte provides limited assurance on the indicators as described in detail in the Assurance report
explained per each indicator below. Units (countries, sites, suppliers, brands, etc.) which, for specific reasons, received of the independent auditor.
formal derogations for compliance are excluded from the indicator reporting scope.
Definitions per indicator
New acquisitions and greenfield breweries are included in the consolidated reporting after the first full calendar year We gather data in accordance with guidelines and definitions based on the Global Reporting Initiative (GRI
of operation. In 2022, there were no significant acquisitions or disposals (refer to note 10.1 Acquisitions and disposals Standards) Guidelines, unless stated otherwise. We aim to align with international standards (WEF Common
of subsidiaries and non-controlling interests). UBL, as acquired in 2021, will be included in the BaBW reporting in a Metrics, TCFD etc.), and, if not available, we work with industry partners such as the Beverage Industry and
phased approach. In the 2022 reporting some KPIs do not yet include data of UBL. In the definitions per KPI on the Environmental Roundtable (BIER) to develop common practices.
next pages it is indicated in the scope section which KPIs are not yet including UBL.
‘Production site’ is used in various KPIs and refers to breweries, cider plants, soft drink plants, malteries, water plants
Indicators in scope and combinations of these at which malt, beer, cider, soft drinks, water or wine are produced. Production sites are
The content of this report is based on material aspects for our Company and stakeholders and is directly linked to our only included when these are part of a consolidated entity.
Brew a Better World (BaBW) strategy and 2030 goals. We have selected non-financial KPIs that are most material, The tables below provides more information on definitions scope, measurement criteria and reporting assumptions
based on the following criteria: per reported indicator.
– The KPI is a BaBW goal or a new target we publicly disclose;
– The KPI is not related to a target but is part of a BaBW focus area and seen as important by our stakeholders;
and/or
– The combination of KPIs should give a balanced, high level overview of our progress in 2022.
Scope and materiality of indicators may be reviewed by the Disclosure Committee and adjusted once a year with
effect as of the following year.
As a part of the HEINEKEN Risk management process, we assess main risks that could hinder HEINEKEN in achieving
its strategy and business objectives. This process includes identifying Environmental, Social and Governance (ESG)
risks. These main risks are included in this report (see the Risk Management section).
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Reporting basis of non-financial indicators
Baseline – 2018
– Baseline changes are implemented according to the GHG protocol.
Measurement/units – Tonnes of CO2-eq emissions (in metric tons).
– % of CO2-eq emissions reduction in production in the year compared to the CO2-eq emissions in production in 2018.
Key Definitions – To calculate the CO2-eq emissions, the GreenHouseGas (GHG) protocol is used, Corporate reporting scope 1 and 2 methodology.
– Formula: Volume produced (MioHL) x Energy used (MJ/MWh) x Energy Emission factor (MJ/MWh into CO2-eq).
– Energy Emission factor: converts energy to carbon, depending on the type of energy and related emissions. The energy emission factor is based on the IEA (International Energy Agency,
https://www.iea.org/ ) for grid electricity, Defra (Department for Environment, Food & Rural Affairs, UK) for biofuels and IPCC 2006 report for fossil fuels.
– Net zero as defined by SBTi Net-Zero Standard means reducing CO2eq (GHG) emissions to zero, or to a residual level, and compensating the residual emissions with a maximum of 10% of emissions.
– CO2-eq emissions: this includes emissions caused by direct emissions from combustion of fuels, indirect emissions from imported (purchased) heat and electricity, and emissions from refrigerant losses.
– The production sites represent 90% of scope 1 and 2 emissions. By reaching 0 emissions in production, HEINEKEN will decrease its scope 1 and 2 emissions by 90% in line with its science based targets.
Scope All production sites of consolidated entities.
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Reporting basis and governance of non-financial indicators
Measurement/units % of renewable energy consumption compared to the total amount of energy consumption.
Key Definitions – Thermal energy from renewable sources: quantity of thermal energy coming from: biomass, biogas, solar thermal and imported heat (with 100% renewable % and 0 g CO2/MJ)
– Electrical energy coming from renewable sources includes:
– Own renewable energy production = all electricity generated from renewable resources on-site (hydro, solar, biogas);
– Imported electricity under green certificates via PPAs (Power Purchase Agreements). Such green certificates are dependent on information provided by the energy supplier.
Measurement/units – % of contracted sustainable volumes (in metric tonnes) for the next year compared to total contracted volumes (in metric tonnes) for the next year.
– For the measurement of the KPI, we use contracted volumes for the next year and not the actual volumes purchased.
Key Definitions – Sustainable volume: measured in accordance with the Sustainable Agriculture Initiative (SAI): The efficient production of safe, high quality agricultural products, in a way that protects and improves the
natural environment, social and economic conditions of farmers, their employees and local communities, and safeguards the health and welfare of all farmed species.
– The compliance with SAI is monitored via a 3rd party. On an annual basis, the third party performs random on site visits for supplier verification on a number of suppliers and their farmers.
– SAI: A food industry organisation aimed to support the development of sustainable agriculture, involving stakeholders of the food chain. For more details see www.saiplatform.org.
– Sustainable ingredient: An agricultural material that was produced in a manner which produces safe, high quality agricultural products, protects and improves the natural environment and the social and
economic conditions of farmers and their communities.
– Mass balance approach: HEINEKEN applies the Mass Balance approach for the calculation of sustainable volumes in the supply chain. This entails that the inputs into a process must be equal to the outputs,
plus any losses or accumulation in the process.
Scope – The reported volume includes both the volume purchased for our consolidated entities, as well as volume purchased centrally on behalf of some joint ventures and associates.
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Reporting basis and governance of non-financial indicators
Key Definitions – Landfill free site: A site is considered to be landfill free in case less than 2% of the waste (in kilograms) of that site is sent to landfill.
– Waste: a material, substance, or by-product eliminated or discarded as no longer useful or required after the completion of a process. The majority of our production waste is comprised of organic
co-products like brewers’ grain, surplus yeast, anaerobic sludge from wastewater, spent kieselguhr and spent alcohol.
– Waste destinations include reuse, human consumption, animal feed, material recycling, compost/soil improvement, energy (biogas), combustion with energy recovery, combustion without energy recovery.
– Landfill: deposit into or on to land, deep injection, surface impoundment (e.g. discard into pits, ponds, or lagoons), release into water bodies, permanent storage (e.g. containers in a mine); sanitary landfills, all
waste which is not re-used, recycled or combusted/incinerated, all waste brought to landfill by parties contracted by us, dump and or waste with unknown waste destination are also considered to be landfilled.
Scope All production sites of consolidated entities.
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Reporting basis and governance of non-financial indicators
Measurement/units – Percentage of water-stressed sites with 100% or more water balance compared to the total of water-stressed sites.
Key Definitions – Water stress: A territory is considered water stressed when it withdraws 25% or more of its renewable freshwater resources (UN Water 2021).
– Water balancing: Water balancing is redressing the balance in water-stressed areas between the amount of water we source from the watershed and the amount that is not returned because it is used in our
products, and loss through evaporation.
– Water stressed area: We identify water-stressed area through a three-step screening:
– A Site water security self-assessment that is completed by operating companies annually;
– Global Water Risk Screening that is led by Global Sustainable Production and supported by Global Sustainable Development every five years;
– Source Vulnerability Assessment (SVA) by a third-party with experience in hydrology for shortlisted sites is conducted after step two. SVA is a compilation, review and validation of scientific data in relation
to quantity, quality, accessibility and local capabilities, has an inventory and analysis of water-related risks, stakeholder mapping and proposed list of solutions.
– For reporting of this KPI make use of the Volumetric Water Benefit Accounting method as published by the World Resources Institute.
Scope – All water-stressed production sites of consolidated entities. Currently 31 water-stressed sites are identified.
– UBL is not included in the reporting scope: water risk assessment is in progress.
Key Definitions – Wastewater refers to untreated wastewater discharged from a production site or a third-party wastewater treatment plant.
– Waste Water Treatment Plant (WWTP): Plant removing contaminants from the brewery’s wastewater and producing environmentally safe treated wastewater before releasing it into surface water.
– Third-Party WWTP: An external party in charge of the treatment of production site wastewater and subsequent discharge into surface water.
Scope – All production sites of consolidated entities.
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Reduce average water usage to 2.6 hl/hl in water-stressed areas, and 2.9 hl/hl worldwide by 2030
Key performance Water intake/volume beverage produced (hl/hl).
indicator
Baseline – 2008 for all sites.
– 2014 for sites in water-stressed areas.
Measurement/units – hl water intake per hl of volume produced.
Key Definitions – Water intake: The production site can obtain water from various sources, such as: groundwater or well water abstraction, water purchased from a public or private water company, surface water from rivers,
lakes or sea and collected rainwater.
– Volume produced is the total amount of beverage volume produced.
Measurement/units Percentage of women senior managers in the full senior management population (men – women – others) as of 31 December.
Key Definitions – Senior Managers are all internal employees entitled to the Senior Management Reward Policy.
Cultural diversity: across each region at least 65% of country leadership teams are regional nationals by 2023
Key performance In each region, % regional nationals across the operating company Management Teams.
indicator
Baseline N/A
Measurement/units – (Headcount with nationalities from the region in all operating company Management Teams in that region)/(Total headcount of all the operating company Management Teams in that region as of
31 December).
Key Definitions – Management Team (MT): The Management team in an operating company is defined by the General Manager/Managing Director (GM/MD). In principle this includes all direct reports of the GM/MD,
but there could be employees reporting to the GM/MD, which are not considered to be part of the operating company MT (e.g. business support).
– Region follows the managerial reporting structure in our segment reporting (refer to note 6.1 Operating segments in the financial statements). Head office and regional offices are excluded.
– Headcount: Based on internal headcount, both temporary as well as permanent contracts.
– For people with double nationalities, we select the first nationality as recorded in our HR database.
Scope All consolidated entities, except head office and regional offices.
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Measurement/units – People managers who completed the inclusive leadership e-learning/total population of people managers.
Key Definitions – People managers are employees managing a team of employees (one or more direct reports). Employees without direct reports are excluded.
– Inclusive leadership e-learning include our nine inclusive practices. The nine inclusive practices are: provide equal opportunities, seek multiple points of view, be transparent, communicate inclusively, give and
receive feedback, develop self-awareness, find common ground, make it safe for others and shape and deliver with the team. The e-learning can be completed in 30 minutes.
Baseline N/A
Baseline N/A
Measurement/units 1. Percentage of operating companies assessed compared to the total number of HEINEKEN operating companies.
2. Percentage of operating companies with an action plan to close any gap compared to the total number of HEINEKEN operating companies.
Key Definitions – Equal pay: Comparable salary levels for male and female employees on similar types of jobs in an operating company.
– Equal work: Positions in HEINEKEN that are comparable to each other.
– Assessment: The analysis to review the current state of equal pay for equal work in an operating company. This analysis includes five measurement drivers related to Equal Pay, and is based on the actual
employee population and salary details in an operating company. The assessments are performed every two years, except in cases with a higher gap where more frequent monitoring takes place.
– Action plan: A list of commitments, actions and timelines aimed to improve on the various drivers of Equal Pay, based on the outcomes of the Equal Pay assessment for the operating company.
– Equal pay drivers:
– Gender Pay Gap: Relative salary position (RSP) % gap between male and female employees per job grade per operating company;
– Gender Representation: The distribution of males and females per operating company;
– Performance Assessment and Salary Increase: Comparison of the salary increase % difference per performance rating between males and females;
– Promotions: Comparison of the promotion % of male and female employees over the last twelve months respectively;
– MT representation: The distribution of male and female employees in management teams.
Scope – All consolidated entities.
– Consolidated entities with less than 50 FTE are not included in the reporting scope.
– UBL and Russia are not included in the reporting scope.
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Ensure fair living and working standards of third-party employees and brand promotors
Key performance Operating companies assessed for fair living and working standards.
indicator
Baseline N/A
Measurement/units Percentage of operating companies assessed compared to the total number of in scope operating companies.
Create leadership capacity to drive zero fatal accidents and serious injuries at work
Key performance Completion Life Saving Commitments (LSC) e-learning training for People Managers.
indicator
Baseline N/A
Measurement/units Percentage of people managers that have completed the LCS training compared to the total population of people managers.
Key Definitions – People managers are employees managing a team of employees (one or more direct reports).
– The Life Saving Commitments (LSC) are based on our operation’s highest risk activities and focus on our personal commitment to follow and abide HEINEKEN’s safety standards. With the Golden Principle
everyone is empowered to stop work and speak up when work cannot be executed safely or if it is not possible to adhere to the LSC.
– LSC e-learning: The e-learning includes LSC and Golden Principle descriptions, scenarios with practical examples and questions. Once all questions are correctly answered, the training is completed.
Scope – All consolidated entities.
– Russia is not included in the reporting scope.
Measurement/units Total number of fatalities reported as a result of work-related accidents in a calendar year
Key Definitions – Work-related fatal accident: Work-related fatal accident means occupational accident leading to death. All work-related fatal accidents of permanent, fixed-term or temporary personnel. Including work-
related fatal accidents occurring outside the premises owned or rented by HEINEKEN, such as during outlet visits, business travel, participation in courses or visits to conferences and fairs.
– Any fatal accidents involving permanent, fixed-term or temporary personnel in case the fatal accident occurred on the premises owned or rented by the HEINEKEN Company (e.g. headquarters, the
production or warehousing site (incl. employee housing when applicable) and HORECA (hotels, restaurants and cafés).
– Any fatal accidents when occurring with HEINEKEN Company assets (e.g. trucks), HEINEKEN materials (e.g. promotion materials), HEINEKEN Company products or HEINEKEN Company services (e.g. events),
including such fatal accidents involving contractor personnel when work was carried out as ordered by or on behalf of the HEINEKEN Company. Excluded are fatal accidents of members of the public due to
use of HEINEKEN products.
– Fatal accidents to suppliers delivering raw materials, auxiliary materials and packaging materials are only in scope if a connection can be made to the HEINEKEN Company (e.g. drunk driving).
– We are following a prudent approach in disclosure of fatalities. In case we do not have sufficient information on the causes or circumstances of a fatality (e.g. lack of witnesses) and the conclusion of the local
authorities is not clear, we consider the case as work-related and disclose it accordingly.
Measurement/units Percentage of operating companies in scope with a social impact initiative in place.
Key Definitions – Social impact initiative: an initiative which addresses a social issue within a community. An initiative qualifies when having a relevant focus area, a valid partner and a clear agreement.
– Community: a group of people living in the same place or having a particular characteristic in common (like circumstances, lifestyle, belief or interest). Examples are a neighbourhood, families living near the
brewery, a municipality, smallholder farmers, an under-represented group in society.
– Relevant focus area: a social issue within a community which is linked to HEINEKEN’s business and Brew a Better World pillars, and which contributes to one (or more) of the UN Global Goals. For example
creating access to water, reducing inequality, promoting inclusion and diversity, economic empowerment of underserved groups, etc.
– Valid partner: a third-party organisation which has a well known and credible interest to bring people together and help tackle the problems raised by the community. Examples are an NGO, foundation
(including HEINEKEN’s own foundations), charity, governmental body, public agency, social enterprise, co-operative, etc. In case there is no suitable third-party to address the issue the operating company
may take direct action itself.
– A clear agreement: operating company and the relevant third-party have agreed objectives, actions and (financial) contribution. Evidence of this can include a Memorandum of Understanding, a contract
signed by both parties, an exchange of letters or mails. The agreement should be valid for the reporting year. Only one initiative is required per country.
Scope – All consolidated entities.
– Entities without production (like sales only entities, export entities) are not in scope, with the exception of HEINEKEN USA.
– Consolidated entities with less than 50 FTE are not included in the reporting scope.
– Derogations may be granted, for example in case external circumstances, such as civil unrest and high volatility, which hamper or delay the process. For 2022, derogations were granted to Sierra Leone
and Haiti.
Measurement/units Growth in the total quantity of local raw materials compared to 2020, reported in a percentage of increase.
Measurement/units Percentage of full-year consolidated Beer & Cider volumes of operating companies which have two zero alcohol options in the latest quarter of the year compared to the full-year consolidated volume for all
operating companies in the scope for Beer & Cider.
Key Definitions – Strategic brand: a brand in our portfolio where we invest in.
– Zero alcohol option (line extension): An adult beverage (Beer or Cider) proposition which has beer associations either through brand or taste.
– Export markets: refer to countries outside the custom borders of countries where operating companies are residing.
– Licenced markets: refer to countries where our products are sold under a licence agreement by joint ventures, associates and third-parties.
Clear and transparent consumer information on 100% of our products in scope by 2023
Key performance Percentage compliant line extensions in scope.
indicator
Baseline N/A
Measurement/units Volume (in hl) of 100% compliant line extensions divided by total volume (in hl).
Key Definitions – Line extension: A line extension is a different beverage from an established brand name. While the products have distinct differences the extension is very dependent initially on customer recognition of the
parent brand name. For example, Heineken® 0.0 is a line extension of Heineken® original.
– Compliant line extension: A line extension is compliant in case all stock-keeping-units (SKUs) reported under the line extension are compliant. A SKU is compliant in case all required consumer information is
included on the label of that SKU or online in particular cases due to local market circumstances.
– Required consumer information includes information on alcohol by volume, energy values (kcal), ingredients, allergens, nutritional values, responsible consumption symbols, QR code (not required for soft
drinks) with a link to alcohol and health webpage and recycling symbols.
– In case mandatory local laws prescribed more, less, or different information to be included on consumer facing packaging these local requirements take precedence.
– Timing of compliance: all SKUs leaving the breweries before the end of 2023.
Scope – Volumes produced and/or sold by consolidated operating companies. This does not include sales in export markets and licenced brands.
– Line extensions with a prior year volume below 50 khl are excluded from the reported KPI.
– UBL is not included in the reporting scope.
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Measurement/units Percentage of operating companies in scope with active partnership compared to all operating companies in scope.
Key Definitions – Active partnership: An initiative qualifies when having a relevant focus area, a valid partner and a clear agreement.
– Relevant Focus area – A relevant Partnership should address one of the following alcohol-related harms: Drink driving (DD), Underage drinking, Excessive consumption, Drinking while pregnant, or
Alcohol addiction.
– Valid partner: a third-party organisation which has a well known and credible interest to bring people together and help tackle the problems raised by the community. Examples are an NGO, foundation
(including HEINEKEN’s own foundations), charity, governmental body, public agency, social enterprise, co-operative, etc. In case there is no suitable third-party to address the issue the operating company
may take direct action itself.
– A clear agreement: operating company and the relevant third-party have agreed objectives, actions and (financial) contribution. Evidence of this can include a Memorandum of Understanding, a contract
signed by both parties, an exchange of letters or mails. The agreement should be valid for the reporting year. Only one initiative is required per country.
Scope – All consolidated entities.
– Entities without production (like sales only entities, export entities) are not in scope, with the exception of HEINEKEN USA.
– Consolidated entities with less than 50 FTE are not included in the reporting scope.
– UBL is not included in the reporting scope.
– Derogations may be granted, for example in case of religious grounds, local legislation prohibiting alcohol companies from harm reduction activities or markets where there is a conflict or natural disaster. For
2022, derogations were granted to Myanmar, Algeria, Sri Lanka and Haiti.
10% of Heineken® media spend invested every year in responsible consumption campaigns, reaching one billion consumers
Key performance 1. 10% Heineken Media Spend invested every year in responsible consumption campaigns.
indicator 2. Reaching one billion consumers.
Baseline N/A
Measurement/units 1. Percentage of media spend on the Heineken® brand for responsible consumption campaigns compared to the total media spend on the Heineken® brand.
2. The number of consumers reached with Enjoy Heineken® Responsibly campaigns.
Key Definitions – Heineken® media spend: expenses incurred for placing and broadcasting Heineken® brand dedicated campaigns.
– Enjoy Heineken® Responsible campaign: Media spend for placing and broadcasting Heineken® brand dedicated responsible consumption campaigns (for example supporting ‘Enjoy Heineken® Responsibly’
or ‘When You Drive, Never Drink’, or other Responsible Consumption initiatives).
– Consumers reached: The number of unique consumers reached is calculated using the Sainsbury Formula, allowing us to estimate audience duplication so we can ascertain the net reach across multiple
markets and several digital media channels/platforms.
– For reporting of the KPIs we rely on third-party information providers.
Scope – Markets where our consolidated operating companies operate. Export markets and markets where media advertising is not fully allowed (‘(semi-)dark markets’) are excluded.
– UBL is not included in the reporting scope.
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Measurement/units – Number of Speak Up reports filed per year per 100 FTE.
Key Definitions – Speak Up report: A report of a concern about a (suspected) violation(s) of the Code of Business Conduct and its underlying policies or the law, reported via one of the Speak Up channels (such as the Speak Up
website, phone line or email).
Scope All consolidated entities.
Baseline N/A
Measurement/units 1. Percentage of individual trainings completed compared to the total number of employees.
2. Percentage of total number of individual training completions compared to the total number of employees to whom the training is assigned.
Key Definitions – CoBC training: Annual dilemma based e-learning covering the topics within the Code of Business Conduct.
– ABAC training: Dilemma based e-learning aimed to recognise and resist bribery & corruption.
– Pre-assigned target audience: the training is mandatory for employees in certain functions, such as Management teams, Sales and Distribution, Procurement, Finance, Corporate Affairs, Legal, Customer
Service and Logistics and other employees who interact with public officials or manage relations with third-parties who interact with public officials on our behalf.
Our key audit matters How the scope Our audit procedures related to the projection of sales volumes, revenue, margins and discount
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the of our audit rates used by management included the following, amongst others:
financial statements. We have communicated the key audit matters to the Supervisory Board. The key audit matters are responded to – We obtained an understanding of management's process over the impairment trigger tests
not a comprehensive reflection of all matters discussed. the key audit and the resulting impairment tests.
matter – We evaluated management’s ability to accurately forecast by comparing actual results to
The below identified key audit matters were addressed in the context of our audit of the financial statements as a whole
management’s historical forecasts.
and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
– We evaluated sensitivities in management’s projections, including those potentially related to
climate risk factors, that could cause a substantial change to the impairments recorded, and or
Impairment testing of intangible assets and property, plant and equipment — Refer to Notes 8.1 and
cause headroom to change in an impairment.
8.2 to the financial statements
– We evaluated sensitivities in management’s estimate of the fair value less cost to sell including
Key audit Intangible assets (including goodwill) and property, plant and equipment amounted to EUR 35,031 the impact of current and expected uncertainties around Russia.
matter million at 31 December 2022 and represented 67 percent of the consolidated total assets. Following – We evaluated projected cash flows by:
Russia’s military actions and the ongoing war in the Ukraine, HEINEKEN decided to leave Russia and – Comparing the projections to historical forecasts, historical growth rates, including
transfer its business to a new owner. Pending completion of the envisaged transfer, non-current assets assessing the effects of the current macro-economic and geopolitical climate, and
of EUR 255 million related to HEINEKEN’s business in Russia have been recognised as held for sale. information included in HEINEKEN’s internal communications to the management and
This resulted in a total amount of assets and disposal groups held for sale of EUR 315 million. the Executive Board.
For purposes of impairment testing, goodwill is allocated and monitored on a (groups of) Cash – Challenging management’s ability to price adjust for expected inflation rates and
Generating Unit (‘CGU’) level. Other intangibles and property, plant and equipment, are grouped to comparing projected sales volumes, revenue and margins to, for example, external
CGUs. For goodwill, management is required to assess the recoverable amount of the respective economic outlook data, analyst reports and external market data on the beer market.
CGUs (or groups of CGUs). Recoverable amounts of other non- current assets are assessed upon the – We evaluated the fair value less cost to sell of the Russia disposal group by challenging
existence of a triggering event. For assets or disposal groups held for sale, an impairment loss is management’s assumptions related to HEINEKEN’S plan to leave Russia and transfer its
recognised should the carrying amount exceed the fair value less cost to sell. business to a new owner.
– With the assistance of our valuation specialists, we evaluated the reasonableness of discount
In view of the inherent uncertainties, including those related to the current macro- economic
rates, including testing the source information underlying the determination of the discount rates,
environment and geopolitical climate related to Russia, the projection of sales volumes, revenue,
testing the mathematical accuracy of the calculation, and developing a range of independent
margins and discount rates in management's impairment tests, involved an increased level of
estimates and comparing those to the discount rates selected by management.
judgement. As a result of the impairment testing for the current year, management concluded on
impairment losses of EUR 126 million and a reversal of EUR 258 million. Further details on the Observation Applying the aforementioned materiality, we did not identify any reportable findings in
accounting and disclosures under IAS 36 Impairment of Assets are included in notes 8.1 and 8.2 to management’s assessment of the recoverability of intangible assets (including goodwill) and property,
the financial statements. Further details on the accounting and disclosure under IFRS 5 Non-current plant and equipment, the fair value less cost to sell for assets or disposal groups held for sale, the
Assets Held for Sale are included in note 10.2 to the financial statements. impairments recorded and the disclosures in Notes 8.1, 8.2 and 10.2.
Given the increased level of judgement made by management to estimate the recoverable
amounts used in management’s impairment tests for intangible assets (including goodwill) and
property, plant and equipment and the fair value less cost to sell for HEINEKEN’s business in Russia,
procedures to evaluate the reasonableness of projected sales volumes, revenue and discount rates
required a high degree of auditor judgement and an increased extent of effort, including the need
to involve our valuation specialists.
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Independent Auditor’s Report
Management judgement related to the provisions for uncertain tax positions and the recoverability of Report on the other information included in the annual report
deferred tax assets — Refer to Notes 9.2 and 12 to the financial statements In addition to the financial statements and our auditor’s report thereon, the annual report contain other information
Key audit HEINEKEN operates across several tax jurisdictions and is subject to periodic challenges by local tax consists of:
matter authorities during the normal course of business. In those cases where the amount of tax payable is – Report of the Executive Board.
uncertain, management establishes provisions based on its judgement of the probable amount of
– Report of the Supervisory Board.
the related tax liability. Deferred tax assets are only recognized to the extent that it is probable that
future taxable income will be available, against which unused tax losses can be utilized. This – Other Information as required by Part 9 of Book 2 of the Dutch Civil Code.
assessment is performed annually and based on budgets and business plans for the coming years, – Other information included in the Annual Report.
including planned commercial initiatives and the impact of macro- economic uncertainties.
Based on the following procedures performed, we conclude that the other information:
HEINEKEN recorded uncertain tax positions and deferred tax assets for an amount of
EUR 371 million and EUR 618 million, respectively, as of 31 December 2022. – Is consistent with the financial statements and does not contain material misstatement
The accounting for uncertain tax positions and deferred tax assets, as detailed in Notes 9.2 and 12 We have read the other information. Based on our knowledge and understanding obtained through our audit of the
to the financial statements, inherently requires management to apply judgement in quantifying financial statements or otherwise, we have considered whether the other information contains material misstatements.
appropriate provisions (including assessing probable outcomes) for uncertain tax positions, and in
By performing these procedures, we comply with the requirements of Part 9 of Book 2 of the Dutch Civil Code and the
determining the recoverability of deferred tax assets.
Dutch Standard 720. The scope of the procedures performed is substantially less than the scope of those performed in
Given the significant judgement applied by management, performing procedures to evaluate the our audit of the financial statements.
reasonableness of probable outcomes for uncertain tax positions and the recoverability of deferred
tax assets based on budgets and business plans, required a higher degree of auditor judgement, an The Executive Board is responsible for the preparation of the other information, including the report of the Executive
increased extent of effort and a need to involve our in-country tax specialists. Board in accordance with Part 9 of Book 2 of the Dutch Civil Code, and the other information as required by Part 9 of
Book 2 of the Dutch Civil Code.
How the scope Our audit procedures to address management’s judgements related to the provisions for uncertain
of our audit tax positions and recoverability of deferred tax assets included the following, amongst others: Report on other legal and regulatory requirements and ESEF
responded to – We obtained an understanding of management’s tax process related to the assessment of
uncertain tax positions and the recoverability of deferred tax assets. Engagement
the key audit
matter – We involved our in-country tax specialists to assess tax risks, tax carry forward facilities, We were engaged by the Supervisory Board as auditor of Heineken N.V on April 24, 2014, for the audit of the year 2015
legislative developments and the status of ongoing local tax authority audits. and have operated as statutory auditor ever since that financial year.
– We challenged, with the help of our tax specialists, management’s judgement applied in
No prohibited non-audit services
quantifying provisions for tax uncertainties and assessing probable outcomes based on
correspondence with tax authorities, case law and opinions from management’s tax experts. We have not provided prohibited non-audit services as referred to in Article 5(1) of the EU Regulation on specific
– We evaluated management’s ability to forecast taxable income accurately by comparing prior requirements regarding statutory audit of public-interest entities.
forecasts on future taxable income with the actual income for the year. European Single Electronic reporting Format (ESEF)
– We evaluated management’s recoverability assessment, including the likelihood of generating
Heineken N.V has prepared its annual report in ESEF. The requirements for this are set out in the Commission Delegated
sufficient future taxable income based on budgets, business plans, and tax losses carry forward
Regulation (EU) 2019/815 with regard to regulatory technical standards on the specification of a single electronic
facilities in the various tax jurisdictions (including expiry dates).
reporting format (hereinafter: the RTS on ESEF).
Observation Applying the aforementioned materiality, we have audited the provisions for uncertain tax positions In our opinion, the annual report, prepared in XHTML-format, including the (partly) marked-up consolidated financial
and the valuation of deferred tax assets as well as the related disclosure in Notes 9.2 and 12 and statements, as included in the reporting package by Heineken N.V complies in all material respects with the RTS on ESEF.
have no reportable findings.
The Executive Board is responsible for preparing the annual report including the financial statements in accordance with
the RTS on ESEF, whereby the Executive Board combines the various components into a single reporting package.
Our responsibility is to obtain reasonable assurance for our opinion whether the annual report in this reporting package
complies with the RTS on ESEF.
We performed our examination in accordance with Dutch law, including Dutch Standard 3950N ‘Assurance-opdrachten
inzake het voldoen aan de criteria voor het opstellen van een digitaal verantwoordingsdocument’ (assurance
engagements relating to compliance with criteria for digital reporting).
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Independent Auditor’s Report
Our examination included amongst others: We have exercised professional judgement and have maintained professional scepticism throughout the audit, in
– Obtaining an understanding of the company’s financial reporting process, including the preparation of the accordance with Dutch Standards on Auditing, ethical requirements and independence requirements. Our audit included
reporting package. among others:
– Identifying and assessing the risks that the annual report does not comply in all material respects with the RTS on ESEF – Identifying and assessing the risks of material misstatement of the financial statements, whether due to fraud or error,
and designing and performing further assurance procedures responsive to those risks to provide a basis for our opinion, designing and performing audit procedures responsive to those risks, and obtaining audit evidence that is sufficient
including: and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from
fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
– obtaining the reporting package and performing validations to determine whether the reporting package
misrepresentations, or the override of internal control.
containing the Inline XBRL instance and the XBRL extension taxonomy files has been prepared in accordance with
the technical specifications as included in the RTS on ESEF; – Obtaining an understanding of internal control relevant to the audit in order to design audit procedures that are
– examining the information related to the consolidated financial statements in the reporting package to determine appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the
whether all required mark-ups have been applied and whether these are in accordance with the RTS on ESEF. Company’s internal control.
– Evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates and
Description of responsibilities regarding the financial statements related disclosures made by the Executive Board.
Responsibilities of the Executive Board and the Supervisory Board for the financial statements – Concluding on the appropriateness of the Executive Board's use of the going concern basis of accounting, and based
The Executive Board is responsible for the preparation and fair presentation of the financial statements in accordance on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast
with EU-IFRS and Part 9 of Book 2 of the Dutch Civil Code. Furthermore, the Executive Board is responsible for such significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty
internal control as the Board determines is necessary to enable the preparation of the financial statements that are free exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or,
from material misstatement, whether due to fraud or error. if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up
to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue
As part of the preparation of the financial statements, the Executive Board is responsible for assessing the Company’s as a going concern.
ability to continue as a going concern. Based on the financial reporting frameworks mentioned, the Executive Board – Evaluating the overall presentation, structure and content of the financial statements, including the disclosures.
should prepare the financial statements using the going concern basis of accounting unless the Executive Board either
intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. – Evaluating whether the financial statements represent the underlying transactions and events in a manner that
achieves fair presentation.
The Executive Board should disclose events and circumstances that may cast significant doubt on the Company's ability
Because we are ultimately responsible for the opinion, we are also responsible for directing, supervising and performing the
to continue as a going concern in the financial statements.
group audit. In this respect we have determined the nature and extent of the audit procedures to be carried out for group
The Supervisory Board is responsible for overseeing the Company's financial reporting process. entities. Decisive were the size and/or the risk profile of the group entities or operations. On this basis, we selected group
entities for which an audit or review had to be carried out on the complete set of financial information or specific items.
Our responsibilities for the audit of the financial statements
Our objective is to plan and perform the audit assignment in a manner that allows us to obtain sufficient and We communicate with the Supervisory Board regarding, among other matters, the planned scope and timing of the
appropriate audit evidence for our opinion. audit and significant audit findings, including any significant findings in internal control that we identified during our
audit. In this respect we also submit an additional report to the audit committee in accordance with Article 11 of the EU
Our audit has been performed with a high, but not absolute, level of assurance, which means we may not detect all Regulation on specific requirements regarding statutory audit of public- interest entities. The information included in this
material errors and fraud during our audit. additional report is consistent with our audit opinion in this auditor's report.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could We provide the Supervisory Board with a statement that we have complied with relevant ethical requirements regarding
reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. independence, and to communicate with them all relationships and other matters that may reasonably be thought to
The materiality affects the nature, timing and extent of our audit procedures and the evaluation of the effect of bear on our independence, and where applicable, related safeguards.
identified misstatements on our opinion.
From the matters communicated with the Supervisory Board, we determine the key audit matters: those matters that
were of most significance in the audit of the financial statements. We describe these matters in our auditor's report
unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, not
communicating the matter is in the public interest.
Amsterdam, February 14, 2023
Deloitte Accountants B.V.
M.J. van der Vegte
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Annual Report 2022 191
Assurance Report of the Independent Auditor (of non-financial indicators)
LIMITED ASSURANCE REPORT OF THE INDEPENDENT AUDITOR ON The scope of our review was to provide limited assurance on the following KPIs in the section “Our Brew a Better World
KEY PERFORMANCE INDICATORS SELECTED 2022 OF HEINEKEN N.V. 2030 goals and progress”, on the pages 131 – 133 namely:
To: the Annual General Meeting Areas Key performance indicator as disclosed in the column “Our 2022 results”
Our conclusion Reach net zero Carbon 1. Reduction of tCO2e % vs. baseline 2018 in scope 1 & 2 emissions
We have reviewed selected key performance indicators (KPIs), as described below, and presented in the sustainability 2. % energy from renewable sources (as disclosed on page 135)
report the sustainability information as stated on page 126 – 183 in the accompanying Annual Report for the year 2022 3. Total absolute reduction of tCO2 % versus 2018 scope 1, 2 and 3 emissions
(“the sustainability data”) of Heineken N.V, Amsterdam. A review is aimed at obtaining a limited level of assurance.
4. % sustainable sourced ingredients (hops, barley)
Based on our procedures performed nothing has come to our attention that causes us to believe that the KPIs are not Maximise circularity 5. # of sites that are landfill free
prepared, in all material respects, in accordance with the reporting criteria as included in the section ‘Reporting Criteria’
section of our report. Towards healthy 6. % of water-stressed sites are fully water balanced
watersheds
7. # of sites that have wastewater treatment plants
8. Average water usage in water-stressed areas and globally
Embrace inclusion and 9. % women in senior management
Diversity
10. # of regions have at least 65% regional nationals in leadership team
11. % of management trained in inclusive leadership
A fair & Safe workplace 12. % fair wage assessments across our operating companies
13. % of direct employees earn at least a fair wage
14. % of operating companies went through equal pay assessments
15. % operating companies have action plans in place
16. Fatal accidents (as disclosed on page 145)
17. % of people managers completed the Life Saving Rules Commitments training
18. % of operating companies have been assessed to ensure fair living and working
standards for third party employees and brand promoters
Positive impact in our 19. % increase in volume from locally sourced agricultural ingredients
communities
20. % of our markets in scope had an social impact initiative
Always a choice 21. Markets with a zero alcohol option markets with a zero alcohol option for at least two
strategic brands represented % of our beer and cider volumes
22. % of our products in scope had fully compliant labels
Address harmful use 23. % of markets in scope had a partnership to address alcohol-related harm
Make moderation cool 24. Our operating companies invested over % of Heineken® media spend in dedicated
responsible consumption campaigns
25. Over # unique consumers reached worldwide
The information in scope of this assurance report needs to be read and understood in conjunction with the Reporting
Basis of non-financial indicators as included in the Annual Report 2022 on page 167 – 183.
Introduction
Report of the
Executive Board
Report of the
Supervisory Board
Financial
Statements
Sustainability
Review
Other
Information
Heineken N.V.
Annual Report 2022 192
Assurance Report of the Independent Auditor (of non-financial indicators)
Basis for our conclusion Our responsibilities for the review of the KPIs
Our responsibility is to plan and perform the limited assurance assignment in a manner that allows us to obtain sufficient
We have performed our review of the KPIs in accordance with Dutch law, including Dutch Standard 3000A ‘Assurance-
and appropriate evidence for our conclusion.
opdrachten anders dan opdrachten tot controle of beoordeling van historische financiële informatie’ (Assurance
engagements other than audits or reviews of historical financial information). This assurance engagement is aimed at Procedures performed to obtain a limited level of assurance are aimed to determine the plausibility of information and
obtaining limited assurance. Our responsibilities under this standard are further described in the ‘Our responsibilities for vary in nature and timing from, and are less in extent, than for a reasonable assurance engagement. The level of
the review of the KPIs’. assurance obtained in review is therefore substantially less than the assurance obtained in an audit.
We are independent of Heineken N.V. in accordance with the ‘Verordening inzake de onafhankelijkheid van accountants We apply the ‘Nadere voorschriften kwaliteitssystemen’ (NVKS, Regulations for quality management systems) and
bij assurance-opdrachten’ (ViO, Code of Ethics for Professional Accountants, a regulation with respect to independence) accordingly maintain a comprehensive system of quality control including documented policies and procedures regarding
and other relevant independence regulations in The Netherlands. This includes that we do not perform any activities that compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.
could result in a conflict of interest with our independent assurance engagement. Furthermore we have complied with
the ‘Verordening gedrags- en beroepsregels accountants’ (VGBA, Dutch Code of Ethics). We have exercised professional judgement and have maintained professional scepticism throughout the review, in
accordance with the Dutch Standard 3000A, ethical requirements and independence requirements.
We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our conclusion.
Our review included among others:
Reporting criteria – Performing an analysis of the external environment and obtaining an understanding of relevant social themes and
The reporting criteria used for the preparation of the KPIs are disclosed on pages 167–183 of the annual report in the issues, and the characteristics of the company including a media search to identify relevant risks and issues within the
section ‘Reporting basis of non-financial indicators’. scope of the assurance engagement during the reporting period;
– Evaluating the appropriateness of the reporting criteria used, their consistent application and related disclosures for
The absence of an established practice on which to draw, to evaluate and measure non-financial information allows for
the KPIs.
different, but acceptable, measurement techniques and can affect comparability between entities and over time.
– Obtaining an understanding of the reporting processes for the KPIs, including obtaining a general understanding of
Consequently, the KPIs need to be read and understood together with the reporting criteria used. internal control relevant to our review;
The references to external sources, third parties or websites in the sustainability report are not part of the KPIs as – Obtaining an understanding of the procedures performed by the internal audit department
reviewed by us. We therefore do not provide assurance on this information. – Identifying areas of KPIs where a material misstatement, whether due to errors of fraud, are most likely to occur,
designing and performing procedures responsive to these areas, and obtaining information that is sufficient and
Responsibilities of the Executive Board and the Supervisory Board for the KPIs
appropriate to provide a basis for our conclusion.
The Executive Board of the Company is responsible for the preparation of the KPIs in accordance with the reporting
criteria as included in the ‘Reporting Criteria’ section, including the identification of the intended users and the definition – Evaluating the consistency of the KPIs with the information in the annual report which is not included in the scope of
of material matters. The Executive Board is also responsible for selecting and applying the reporting criteria and for our review.
determining that these reporting criteria are suitable for the legitimate information needs of stakeholders, taking into – Evaluating the presentation, structure and content of the sustainability data;
account applicable law and regulations related to reporting. The choices made by the Executive Board regarding the – Considering whether the sustainability information as a whole, including the disclosures, reflects the purpose of the
scope of the KPIs and the reporting policy are summarised on pages 167–183 of the annual report. reporting criteria used.
Furthermore, the Executive Board is responsible for such internal control as it determines is necessary to enable the Amsterdam, February 14, 2023
preparation of the KPIs that are free from material misstatement, whether due to fraud or errors.
Deloitte Accountants B.V.
The Supervisory Board is responsible for overseeing the reporting process of Heineken N.V.
M.J. van der Vegte
Introduction
Report of the
Executive Board
Report of the
Supervisory Board
Financial
Statements
Sustainability
Review
Other
Information
Heineken N.V.
Annual Report 2022 193
Shareholder Information
Financial calendar in 2022 for both Heineken N.V. and Heineken Holding N.V. Dividend policy
The dividend policy of Heineken N.V. intends to preserve the independence of the Company, to maintain a healthy financial
Announcement of 2022 results 15 February
structure and to retain sufficient earnings in order to grow the business both organically and through acquisitions.
Publication of Annual Report 2022 23 February
The dividend payments are related to the annual development of the net profit before exceptional items and
Trading update first quarter 2023 19 April
amortisation of brands (net profit beia), which translates in a dividend payout of 30-40%.
Annual General Meeting of Shareholders 20 April
Dividends are paid in the form of an interim dividend and a final dividend. The interim dividend is fixed at 40% of the
Quotation ex-final dividend 2022 24 April total dividend of the previous year. Annual dividend proposals will remain subject to shareholder approval.
Final dividend 2022 payable 2 May
Contact Heineken N.V. and Heineken Holding N.V.
Announcement of half year results 2023 31 July
Further information on Heineken N.V. and Heineken Holding N.V. is available from the Investor Relations department,
Quotation ex-interim dividend 2023 2 August telephone + 31 20 523 95 90 or by email: investors@heineken.com.
Interim dividend 2023 payable 10 August
Further shareholder information is available on the Company’s website:
Trading update third quarter 2023 25 October www.theHEINEKENcompany.com/investors.
Introduction
Report of the
Executive Board
Report of the
Supervisory Board
Financial
Statements
Sustainability
Review
Other
Information
Heineken N.V.
Annual Report 2022 196
Bondholder Information
In September 2008, HEINEKEN established a Euro Medium Term Note (EMTN) Programme which was last updated in
March 2022. The programme allows Heineken N.V. to issue Notes for a total amount of up to €20 billion. Approximately
€9.8 billion is outstanding under the programme as at 31 December 2022.
Traded Heineken
N.V. Notes Issue date Total face value Interest rate Maturity ISIN code
144A/RegS 2023 10 Oct 2012 USD 1,000 million 2.750% 1 Apr 2023 US423012AD54
EUR EMTN 2023 23 Oct 2015 EUR 140 million 1.700% 23 Oct 2023 XS1310154536
EUR EMTN 2024 19 Mar 2012 EUR 500 million 3.500% 19 Mar 2024 XS0758420748
EUR EMTN 2024 7 Dec 2015 EUR 460 million 1.500% 7 Dec 2024 XS1330434389
EUR EMTN 2025 25 Mar 2020 CHF 100 million 0.638% 25 Mar 2025 XS2145099201
EUR EMTN 2025 30 Mar 2020 EUR 600 million 1.625% 30 Mar 2025 XS2147977479
EUR EMTN 2025 2 Aug 2012 EUR 750 million 2.875% 4 Aug 2025 XS0811555183
EUR EMTN 2025 20 Oct 2015 EUR 225 million 2.000% 20 Oct 2025 XS1309072020
EUR EMTN 2026 4 May 2016 EUR 1,000 million1 1.000% 4 May 2026 XS1401174633
EUR EMTN 2027 29 Nov 2016 EUR 500 million 1.375% 29 Jan 2027 XS1527192485
EUR EMTN 2027 17 Sep 2018 EUR 600 million 1.250% 17 Mar 2027 XS1877595444
144A/RegS 2028 29 Mar 2017 USD 1,100 million 3.500% 29 Jan 2028 US423012AF03
EUR EMTN 2029 30 Jan 2014 EUR 200 million 3.500% 30 Jul 2029 XS1024136282
EUR EMTN 2029 3 Oct 2017 EUR 800 million 1.500% 3 Oct 2029 XS1691781865
EUR EMTN 2030 30 Mar 2020 EUR 800 million 2.250% 30 Mar 2030 XS2147977636
EUR EMTN 2031 17 Sep 2018 EUR 750 million2 1.750% 17 Mar 2031 XS1877595014
EUR EMTN 2032 12 May 2017 EUR 500 million 2.020% 12 May 2032 XS1611855237
EUR EMTN 2033 15 Apr 2013 EUR 180 million 3.250% 15 Apr 2033 XS0916345621
EUR EMTN 2033 7 May 2020 EUR 650 million 1.250% 7 May 2033 XS2168629967
EUR EMTN 2033 19 Apr 2013 EUR 100 million 2.562% 19 Apr 2033 XS0920838371
EUR EMTN 2040 7 May 2020 EUR 850 million 1.750% 7 May 2040 XS2168630205
144A/RegS 2042 10 Oct 2012 USD 500 million 4.000% 1 Oct 2042 US423012AE38
144A/RegS 2047 29 Mar 2017 USD 650 million 4.350% 29 Mar 2047 US423012AG85
1 Includes EUR 200 million tap issued on 15 July 2019.
2 Includes EUR 100 million tap issued on 5 June 2019.
The EMTN programme and the above Heineken N.V. Notes issued thereunder are listed on the Luxembourg Stock Exchange.
HEINEKEN has a €2.0 billion Euro Commercial Paper (ECP) programme to facilitate its cash management operations
and to further diversify its funding sources. There was no ECP in issue as per 31 December 2022.
Introduction
Report of the
Executive Board
Report of the
Supervisory Board
Financial
Statements
Sustainability
Review
Other
Information
Heineken N.V.
Annual Report 2022 197
Historical Summary
2022 2021 2020 2019 20181 2022 2021 2020 2019 20181
2022 2021 2020 2019 20181 2022 2021 2020 2019 20181
Operating profit (beia)/net interest expense Employment of capital
(beia) 11.8 8.5 5.2 9.2 10.1 In millions of €
Free operating cash flow/net debt 17.8% 18.4% 11.0% 15.0% 19.0% Property, plant and equipment 13,623 12,401 11,551 13,269 11,359
Net debt/shareholders'equity 0.69 0.79 1.06 0.95 0.83 Intangible assets 21,408 20,762 15,767 17,769 17,459
Other non-current assets 6,360 6,109 6,294 7,047 4,208
Financing Total non-current assets 41,391 39,272 33,612 38,085 33,026
In millions of €
Share capital 922 922 922 922 922
Inventories 3,250 2,438 1,958 2,213 1,920
Reserves and retained earnings 18,629 16,434 12,470 15,225 13,603
Trade and other current assets 5,000 3,892 3,062 4,385 4,302
Shareholders' equity 19,551 17,356 13,392 16,147 14,525
Cash, cash equivalents and current other
Non-controlling interest 2,369 2,344 1,000 1,164 1,183 investments 2,765 3,248 4,000 1,821 2,903
Total equity 21,920 19,700 14,392 17,311 15,708 Total current assets 11,015 9,578 9,020 8,419 9,125
Post-retirement obligations 568 668 938 1,189 954 Total assets 52,406 48,850 42,632 46,504 42,151
Provisions (including deferred tax liabilities) 2,936 2,908 2,103 2,362 2,428
Non-current borrowings 12,893 13,640 14,616 13,366 12,628 Total equity/total non-current assets 0.53 0.50 0.43 0.45 0.48
Other liabilities (excluding provisions) 14,089 11,934 10,583 12,276 10,433 Current assets/current liabilities (excluding
Liabilities (excluding provisions and post- provisions) 0.79 0.81 0.86 0.69 0.89
retirement obligations) 26,982 25,574 25,199 25,642 23,061 1 Restated for IAS 37.
Total equity and liabilities 52,406 48,850 42,632 46,504 42,151
Shareholders' equity/
Total liabilities 0.64 0.60 0.47 0.55 0.55
Introduction
Report of the
Executive Board
Report of the
Supervisory Board
Financial
Statements
Sustainability
Review
Other
Information
Heineken N.V.
Annual Report 2022 199
Glossary
Acquisition-related intangible assets Earnings per share (EPS) Net profit Beer volume
Acquisition-related intangible assets are assets that Basic Profit after deduction of non-controlling interests (profit Beer volume produced and sold by consolidated companies.
HEINEKEN only recognises as part of a purchase price Net profit/(loss) divided by the weighted average number attributable to shareholders' of the Company). Premium beer
allocation following an acquisition. This includes, among of shares – basic – during the year. Beer sold at a price index equal or greater than 115
Net revenue
others, brands, customer-related and certain contract- relative to the average market price of beer.
based intangibles. Diluted Revenue as defined in IFRS 15 (after discounts) minus the
Net profit/(loss) divided by the weighted average number excise tax expense for those countries where the excise is Non-beer volume
Beia of shares – diluted – during the year. borne by HEINEKEN. Cider, soft drinks and other non-beer volume produced
Before exceptional items and amortisation of acquisition- and sold by consolidated companies.
EBITDA Net revenue per hectolitre
related intangible assets.
Earnings before interest, taxes, net finance expenses, Net revenue divided by total consolidated volume. Third-party products volume
Cash conversion ratio depreciation, amortisation and impairment. EBITDA Volume of third-party products (beer and non-beer) resold
Organic growth
Free operating cash flow/net profit (beia) before includes HEINEKEN’s share in net profit of joint ventures by consolidated companies.
deduction of non-controlling interests. and associates. Growth excluding the effect of foreign currency translational
effects, consolidation changes, exceptional items and Total consolidated volume
Cash flow (used in)/from operational investing Effective tax rate amortisation of acquisition-related intangible assets. The sum of beer volume, non-beer volume and third-party
activities products volume.
Income tax expense expressed as a percentage of the
Organic volume growth Licensed volume
This represents the total of cash flow from sale and profit before income tax, adjusted for share of profit of
purchase of Property, plant and equipment and Intangible associates and joint ventures. Growth in volume, excluding the effect of consolidation 100% of volume from HEINEKEN's beer brands sold under
assets, proceeds and receipts of Loans to customers and changes. licence agreements by joint ventures, associates and
Other investments. Eia third parties.
Price mix on a constant geographic basis
Exceptional items and amortisation of acquisition-related Group beer volume
Centrally available financing headroom intangible assets. Refers to the different components that influence net
revenue per hectolitre, namely the changes in the absolute The sum of beer volume, licensed beer volume and
This consists of the undrawn part of revolving credit facility attributable share of beer volume from joint ventures and
Exceptional items price of each individual sku and their weight in the
and cash minus commercial paper and other short-term associates.
Items of income and expense of such size, nature or portfolio. The weight of the countries in the total revenue
borrowings.
incidence, that in the view of management their disclosure in the base year is kept constant. LONO
Consolidation changes is relevant to explain the performance of HEINEKEN for Low- and non-alcoholic beer, cider & brewed soft drinks
Profit
Changes as a result of acquisitions and disposals. the period. with an ABV <=3.5%.
Total profit of HEINEKEN before deduction of non-
controlling interests.
Flavoured alcoholic beverages (FAB)
Depletions Free operating cash flow
All flavoured alcoholic beverages in the segments of
Sales by distributors to the retail trade. Total of cash flow from operating activities and cash flow ® alcoholic soft drinks, pre-mixed spirits, wine coolers, beer
from operational investing activities. All brand names mentioned in this report, including those mixes, flavoured beer and cider.
Dividend payout
Proposed dividend as percentage of net profit (beia). Group net revenue (beia) brand names not marked by an ®, represent registered
Weighted average number of shares
trademarks and are legally protected.
Consolidated net revenue (beia) plus attributable share of Basic
Digital sales value
net revenue (beia) from joint ventures and associates. Region Weighted average number of outstanding shares.
Value of the digital transactions with our customers for our
products via our eB2B platforms at outlet level, including Group operating profit (beia) A region is defined as HEINEKEN’s managerial Diluted
our net revenue and the margin captured by third-party Consolidated operating profit (beia) plus attributable classification of countries into geographical units. Weighted average number of outstanding shares and the
distributors. share of operating profit (beia) from joint ventures and Volume weighted average number of shares that would be issued
associates, excluding Head Office and eliminations. Brand specific volume (Heineken® volume, Amstel® on conversion of the dilutive potential shares into shares
Gross merchandise value
volume, etc.) as a result of HEINEKEN's share-based payment plans.
Value of all products sold via our eB2B platforms. This Net debt
includes our own and third-party products, including all Brand volume produced and sold by consolidated
Non-current and current interest-bearing borrowings (incl.
companies plus 100% of brand volume sold under licence
duties and taxes. lease liabilities), bank overdrafts and market value of cross- agreements by joint ventures, associates and third parties.
currency interest rate swaps less cash, cash equivalents
and other investments.
Introduction
Report of the
Executive Board
Report of the
Supervisory Board
Financial
Statements
Sustainability
Review
Other
Information
Heineken N.V.
Annual Report 2022 200
Disclaimer and Reference Information
This Annual Report contains forward-looking statements based on current expectations and assumptions with regard to
the financial position and results of HEINEKEN’s activities, anticipated developments and other factors. All statements
other than statements of historical facts are, or may be deemed to be, forward-looking statements. Forward-looking
statements also include, but are not limited to, statements and information in HEINEKEN’s non-financial reporting, such
as HEINEKEN’s emissions reduction and other climate change related matters (including actions, potential impacts and
risks associated therewith). These forward-looking statements are identified by their use of terms and phrases such as
“aim”, “ambition”, “anticipate”, “believe”, “could”, “estimate”, “expect”, “goals”, “intend”, “may”, “milestones”, “objectives”,
“outlook”, “plan”, “probably”, “project”, “risks”, “schedule”, “seek”, “should”, “target”, “will” and similar terms and phrases.
These forward-looking statements, while based on management's current expectations and assumptions, are not
guarantees of future performance since they are subject to numerous assumptions, known and unknown risks and
uncertainties, which may change over time, that could cause actual results to differ materially from those expressed or
implied in the forward-looking statements. Many of these risks and uncertainties relate to factors that are beyond
HEINEKEN’s ability to control or estimate precisely, such as but not limited to future market and economic conditions, the
behaviour of other market participants, changes in consumer preferences, the ability to successfully integrate acquired
businesses and achieve anticipated synergies, costs of raw materials and other goods and services, interest-rate and
exchange-rate fluctuations, changes in tax rates, changes in law, environmental and physical risks, change in pension
costs, the actions of government regulators and weather conditions.
You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of
this Annual Report.
HEINEKEN assumes no duty to and does not undertake any obligation to update the forward-looking statements
contained in this Annual Report. Market share estimates contained in this Annual Report are based on outside sources,
such as specialised research institutes, in combination with management estimates.
A Heineken N.V. publication
Heineken N.V.P.O. Box 28 1000 AA Amsterdam The Netherlands
Telephone: +31 20 523 92 39
The PDF, iXBRL viewer copy and the official ESEF reporting package of this Annual Report are available at:
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reporting package is available at http://www.theheinekencompany.com/
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