Ver. Beleggers Duurzame Ontwikkeling
De VBDO geeft duurzaam stemadvies Heineken 2009
16/04/2009
De VBDO heeft haar Duurzaam Stemadvies voor Heineken geformuleerd. De
aandeelhoudersvergadering vindt plaats op 23 april 2009.
Download het VBDO Duurzaam Stemadvies Heineken 2009 (zie onderaan)
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SUSTAINABLE VOTING ADVICE
Company: Heineken NV
Date AGM: 23 April 2009 - 14:00
Place AGM: Beurs van Berlage, Amsterdam
Agenda
item
Proposal VBDO Advice1
Opening
1 Report for the financial year 2008.
1a. Adoption of the financial statements for the financial year 2008. For
1b. Decision on the appropriation of the balance of the income statement
in accordance with Article 12 paragraph 7 of the company's Articles
of Association and the distribution of retained earnings.
- 2
1c. Discharge of the members of the Executive Board. Against
1d. Discharge of the members of the Supervisory Board. For
2. Amendments to the Articles of Association.
3a. Extension of the authorisation of the Executive Board to acquire own
shares.
-
3b. Extension of the authorisation of the Executive Board to issue (rights
to) shares.
-
3c. Extension of the authorisation of the Executive Board to restrict or
exclude shareholders' pre-emptive rights.
-
4a.3 Re-appointment of Mr. M. Das as member (and delegated member) of
the Supervisory Board.
For
4b. Re-appointment of Mr. J.M. Hessels as member of the Supervisory
Board.
For
4c. Appointment of Mr. Ch. Navarre as member of the Supervisory Board. Abstain
Closing
Explanatory notes
Item 1a - For
VBDO interprets the adoption of the financial statements as the adoption of the Corporate
Responsibility Report 2008. Heineken has set seven focus areas that are relevant to their core
activities and that determine the structure of the report. Each focus area is a chapter and the
targets that are set on them are presented at the beginning. Heineken furthermore indicates
that frequent stakeholder engagement results in issues being raised by stakeholders. These
issues are subsequently taken into account and in many cases integrated in the report
structure. VBDO is glad to see a clear overview of the targets set and met for 2008 and the
(new) targets for 2009.
Item 1c - Against
In 2006 VBDO raised the issue of 'Beer Girls' in Cambodia during Heineken's AGM. From that
moment Heineken has been dealing with this topic. VBDO acknowledges the progress Heineken
1 Explanation follows after the voting advice
2 VBDO does currently not have a sustainable voting advice on this item.
3 This is the agenda after the amendment made public 9 April 2009
made concerning the Selling Beer Safely code in Cambodia. We regret however, that Heineken
did not fulfil its own target in this area. In a report made by SOMO (Centre for Research on
Multinational Corporation) it appears that not much has changed over the years. This is also
strengthened by the fact that in the sustainability report Heineken indicates an independent
audit has been conducted in 2008, which indicated some areas where Heineken still has not
fully delivered on the policy that is in place. VBDO considers it of great importance Heineken
resolves this issue and cannot discharge the members of the Executive Board.
Item 1d - For
The Supervisory Board supervises over the Executive Board. They should pay attention to the
issue brought forward under item 1c. However, since the case has been made under that
agenda item VBDO sees no urgent reasons to not discharge the members of the Supervisory
Board for their responsibilities.
Item 4a- For
VBDO values continuity, since it contributes to sustainability. Therefore VBDO advises to vote in
favour of reappointing Mr Das as a member of the Supervisory Board.
Item 4b - For
VBDO values continuity, since it contributes to sustainability. Therefore VBDO advises to vote in
favour of reappointing Mr Hessels as a member of the Supervisory Board.
Item 4c - Against
In 2009 diversity throughout companies is one of the focal areas of the VBDO. The Supervisory
Board is no exception. Although we think Mr Navarre is a good candidate for the position we
abstain on this item to strengthen our call for diversity on all levels.