The Corporate Governance rules established by the Anheuser-Busch InBev Board of Directors support our business ambitions. They ensure that the company is responsibly managed and properly controlled. Without limiting vision or hampering swift action, the rules establish a framework of best practices, a way of thinking, and the modus operandi within and around the company to ensure clarity and proper conduct.
As a company incorporated under Belgian law and listed on Euronext Brussels, Anheuser-Busch InBev adheres to the principles and provisions of the Belgian Corporate Governance Code, published in March 2009.
The majority of the Code is reflected in Anheuser-Busch InBev’s Corporate Governance rules. The complete set of these Corporate Governance rules is posted on the Corporate Governance Charter page. The rules are regularly updated.
In order to reflect Anheuser-Busch InBev’s specific shareholding structure and the global nature of its operations, the Board of Directors has nevertheless adopted the following rules which depart from the Belgian Corporate Governance Code:
Principle 5.3./1 (Appendix D) of the Belgian Code: “the Board should set up a nomination committee composed of a majority of independent non-executive Directors”:
The Board of Directors appoints the chairman and members of the Compensation and Nominating Committee from among the Directors, including at least one member from among the independent Directors. As the Committee is composed exclusively of non-executive Directors who are independent of management and free from any business relationship which could materially interfere with the exercise of their independent judgment, the Board considers that the composition of this Committee achieves the Code’s aim of avoiding potential conflicts of interest.
Principle 7.7. of the Belgian Code: “Non-executive Directors should not be entitled to performance-related remuneration such as bonuses, stock-related, long-term incentive schemes, fringe benefits or pension benefits” :
The remuneration of the Board members is composed of a fixed fee and a limited, pre-determined number of options, which ensures the independence of the Board members as well as aligning the Directors’ interests with those of the shareholders. The Board of Directors considers it very unlikely that the granting of options could affect their judgement as Board members. As a consequence, the Board considers Anheuser-Busch InBev’s principles of remuneration compatible with the recommendations of the Belgian Code on Corporate Governance.
Finally, it should be noted that options may only be granted upon the recommendation of the Compensation and Nominating Committee. Any such recommendation must be subsequently approved by the Board and the shareholders in a general meeting.
Further to the New York Stock Exchange listing of ADS’s representing ordinary shares of Anheuser-Busch InBev, the New York Stock Exchange Corporate Governance rules for Foreign Private Issuers are applicable to the company. According to these rules, the company discloses in item 16G of its annual report on Form 20-F significant ways in which its Corporate Governance practices differ from those followed by companies listed on the NYSE.
Finally, Anheuser-Busch InBev has registered with the United States Securities and Exchange Commission (“SEC”). As a result, it is subject to the Sarbanes-Oxley Act of 2002 and to rules of the SEC relating to corporate governance.
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