Project Work Corporate Governance Part I

Listed companies analyzed:

1) Anheuser-Busch InBev 2) Boston Beer Company

Incorporated in Belgium (Leuven) Incorporated in USA (Boston)

Concentrated Ownership Publicly-traded

a.y. 2014/2015

Group Members: Carlini Lorenzo Lolli Andrea Moretti Andrea

MISSION OF AB-InBev (Anheuser-Busch InBev)

“Reflecting the positive role beer plays in bringing people together and reflecting the growing recognition of the need for collective action to address the world’s challenges, we have now evolved our

dream.We aim to be the best beer company bringing people together for a better

world.Promoting responsible drinking, protecting the environment, and

improving our communities.”

HOW DO IT IN A

SUSTAINABLE WAY?

WHAT?

WHY?

*

* Definition deducted from a CEO’s interview.

STAKEHOLDER ORIENTED

AB INBEV OWNERSHIPBRAZILIANS:

LEMANN

4.6%

SICUPIRA

TELLES

3.71%%

10.27%

Indirect owned

EugéniePatri

SébastienSA

(EPS)

BELGIANS:

Belgian families founder of Interbrew

20,61%

8,03% Direct owned

Indirect owned

TOTAL 18,58%

EQUITY STRUCTURE FROM THE FINANCIAL STATEMENT

ASSETS149,895 B

LIABILITIES97,503 B

MINORITY EQUITY

25,525 B

CONTROLLING EQUITY

26,867 B51,39%

48,61%NON RELEVANT

AND NON QUALIFIED

Free float Funds and institutions

Which is the relationship between ownership and control?

BRC - Brazilians EPS - Belgians

LOW separation between ownership and control even if…

MECHANISMS USED TO INCRESE THE

SEPARATION

PYRAMIDS CROSS-HOLDING

Eugénie Patri

Sébastien(EPS)

52,9%

28,64%

De Spoelberch

Van Damme

Descheemaeker

CornetSicupira

ScetiGoudet

BOARD COMPOSITION

ANHEUSER BUSCH INBEV

Storm Winkelman

CHAIRMANINDEPENDENT INDEPENDENT INDEPENDENT INDEPENDENT

Telles P.A. Lemann

BehringNominated by BRC srl

CLASS B

CLASS B

CLASS B

CLASS B

CLASS A

CLASS ACLASS A

CLASS A

Nominated by BRC srl

Nominated by BRC srl

Nominated by BRC srl

DiezAramburuzubala

Nominated by EPS SA

Nominated by EPS SA

Nominated by EPS SA

Nominated by EPS SA

Nominated in accordance with the terms of combination with Grupo Modelo

NO EXECUTIVES ON

THE BOARD

How board members are elected/appointed

The nomination commitee identifies persons qualified to become Board members

The Board nominates some director canditates

Directors are appointed by the shareholder’s meeting

NOMINATION COMMITEE

BOARD OF DIRECTORS

SHAREHOLDERS

4 Class A directors

4 Class B directors

2

3

The holders of stichting (A&B)

certificates 4-6 independent board members.

1

From AB INBEV bylaw

Individual skills and sub-committeesKees J. Storm is born in 1942 in Netherlands.Senior roles in these companies:-AB INBEV (beverages)-KLM (airline carrier)-PON holdings (transport)-AEGON (insurance)-Baxter International (healt care)-Unilever (consumer goods)

Carlos Brito is born in 1960 in Brazil. He is the CEO of AB-INBEV, managing all most important strategic decisions.

LEADERSHIP SKILLSCHAIRMAN CHIEF EXECUTIVE OFFICER

COST CUTTING-EFFICIENCY

MISSION Boston Beer Company

“The Boston Beer Company is America's leading brewer of handcrafted, full-flavored beers. Founder and Brewer, Jim Koch, brews

Samuel Adams® beers using the time-honored, traditional four-vessel brewing process, and the world's finest all-natural

ingredients. While the Samuel Adams brand is the country’s largest-selling craft beer, it accounts for just under one percent of the U.S. beer market. The Company's flagship

brand, Samuel Adams Boston Lager®, is brewed using the same recipe and traditional

brewing processes that Jim Koch's great-great grandfather used in the mid 1800s. The result is a beer renowned by drinkers for its

full flavor, balance, complexity, and consistent quality.”

WHAT?

HOW?

FOR WHOM?

HOW DOES IT CREATE VALUE?

* * Definition taken on official web site

- FIRM ORIENTED

OWNERSHIP STRUCTUREBOSTON BEER COMPANY

CLASS A COMMON STOCK

- No voting rights(except for specific decisons)

- Listed for Trading

Bo.Be.Co. is a PUBLIC COMPANY, with a CONCENTRATED POWER to CONTROL

Class A stocks’ ownershipFunds (60,48%)

Institutions (39,51%)

Insiders (J.Koch and others) (0,79%)

EQUITY of Boston Beer Co. from the Financial Statement

ASSETS444,074 $

LIABILITIES141,990 $

EQUITY302,085 $

Class A shares (22,700,000)

+Class B shares

(4,200,000)

J. Koch owns the 32.8 % of

the Shares

Characteristics Shareholders Class A:

- some are relevants (> 2 %)

- all are non-qualified

* SAM Annual Report 2013

Separation between Ownership and Control in Boston Beer Co.

BOARD COMPOSITION

BOSTON BEER

COMPANYLEAD DIRECTOR

CEO

CHAIRMAN

J.M. Valette

G. Tanner

M. Roper

J. Margolis

James Koch

C. Fisher

P. Cummin

D. Burwick

FOUNDER in 1984

CLASS A CLASS B

CLASS B

CLASS B

CLASS B

CLASS BCLASS A

CLASS A

EXECUTIVE MEMBER WITHIN THE BOARD.

ONE-TIER SYSTEMExecutive and non-executive

members into the Board.

How board members are elected

The nomination committee recommends to the Board nominees for election of class a directors.

The Board evaluetes the committee’s nominations and suggests some candidates.

The holders of class A common stocks appoint not less than 2 nor more than 4 class A directors.

A BCLASS CLASS

DIRECTORS DIRECTORS

The sole holder of the Class B certificates, James Koch, nominates and appoints not less than 5 nor more than 7 directors.

From the Boston Beer Company Bylaw

James Koch: he was born in 1949 in USA. He is a self-made man, he left the consultant career to bring forward its idea of business. In 1984 he founded the Bo.Be.Co with $240.000 and today the company creates quarterly revenues of $231.6 million! His hard involving makes him a successful businessman, always ready to work in the frontline. Today Boston Beer Company is the American craft beer leader.

Jean Michel Valette: he is the Lead Director of Boston Beer Company. He actually is chairman of Vinfolio and the first American chairman of the Institute of Masters of Wine.

KNOW HOW

TASTE ABILITY

HIGH QUALITY SPONSOR

PASSION RESOURCEFULNESS COURAGE

ULTIMATE CONTROLLING PARTYAB Inbev Boston Beer Company

ULTIMATE CONTROLLING PARTY

•Lemann-Telles-Sicupira(Brazilians shareholders)•Belgian families founder

•J.Koch

OWNERSHIP •Stichting (BRC-EPS) •Widely held (shares class A)•J.Koch

CONTROL •K.Storm (Chairman of the Board)

•J.M.Valette (lead director)

DIRECTION •Brito (CEO) •M.Roper (CEO)

Is it a corporate structure tipical

of a pubblic company?

Is there an equilibrium

among the major shareholders?