Business Analysis

Business Analysis

149 AB InBev Annual Report 2012

Corporate Governance Statement
Contents 150 152 155 155 157 159 164 Introduction The Board of Directors Chief Executive Officer and Executive Board of Management Internal Control and Risk Management Systems Shareholders Structure I tems to be Disclosed Pursuant to Article 34 of the Belgian Royal Decree of 14 November 2007 Remuneration Report

Corporate Governance Statement

1. Introduction
1.1. The 2009 Belgian Code on Corporate Governance The corporate governance practices of Anheuser-Busch InBev are reflected in its Corporate Governance Charter, which is available on www.ab-inbev.com/go/Corporate_governance. The Charter is regularly updated. 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 (www.corporategovernancecommittee.be). However, in order to reflect Anheuser-Busch InBev’s specific shareholding structure and the global nature of its operations, the Board of directors has adopted certain rules which depart from the Belgian Corporate Governance Code. In summary, these rules are the following: Principle 5.3./1 (Appendix D) of the 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 Nomination 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 that could materially interfere with the exercise of their independent judgment, the Board considers that the composition of this committee achieves the Code’s aim. Principle 7.7. of the Code: “Non-executive directors should not be entitled to performance-related remuneration such as bonuses,...

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