Corporate Governance Statement Dutch Corporate Governance Code Risk Management and Control System General Meeting of Shareholders 54 Report of the Executive Board On 10 December 2008 an amended Dutch Corporate Governance Code was presented amending the Dutch Corporate Governance Code of 9 December 2003. As part of this Annual Report 2009 Heineken N.V. has prepared a Comply or Explain report on the basis of the Dutch Corporate Governance Code of 10 December 2008 (the 'Code'). Heineken endorses the Code's principles and applies virtually all best practice provisions. However, as already stated in Heineken's previous Comply or Explain report of 21 February 2005 relating to the Dutch Corporate Governance Code of 9 December 2003, in particular, the structure of the Heineken Group and specifically the relationship between Heineken Holding N.V. and Heineken N.V., prevents Heineken N.V. from applying a small number of best practice provisions. At the General Meeting of Shareholders of 20 April 2005, this departure from the 2003 Code was put to the vote and approved. As stated in the Code (principle 'Compliance with and enforcement of the Code', paragraph I) there should be a basic recognition that corporate governance must be tailored to the company-specific situation and therefore that non-application of individual provisions by a company may be justified. The following best practice provisions, are not (fully) applied or applied with an explanation: II.1.1: appointment period Executive Board members II.2.8: severance payment Executive Board members III.2.1, III.2.2 a, c and e and I1I.2.3: independence III.3.5: appointment period Supervisory Board members III.4.1 (g): contact with Central Works Council 111.5.11: chairman Remuneration Committee III.6.6: delegated Supervisory Board member. Other best practice provision, which are not applied, relate to the fact that these principles and/or best practice provisions are not applicable to Heineken N.V.: II.2.4, II.2.6 and II.2.7: Heineken does not grant options on shares III.8: Heineken does not have a one-tier management structure IV.1.2 Heineken has no financing preference shares IV.2: Heineken has no depositary receipts of shares, nor a trust office IV.3.11: Heineken has no anti-takeover measures IV.4: The principle and best practice provisions relate to shareholders V.3.3: Heineken has an internal audit function. The General Meeting of 22 April 2010 have the opportunity to discuss the way in which Heineken deals with the Code and that Heineken N.V. does not (fully) apply the above best practice provisions. The Comply or Explain report is also available at The Dutch Corporate Governance Code can be downloaded at The risk management and control system over financial reporting contains clear accounting policies, a standard chart of accounts and 'Assurance Letters' signed by regional and local management. The Heineken common systems and embedded control frameworks that have been implemented in a large number of the Operating Companies support common accounting and regular financial reporting in standard forms. Testing of the key controls relevant for financial reporting is part of the common Internal Audit approach. The worldwide external audit activities provide additional assurance on true and fair presentation of the financial reporting at the Operating Company level. Within the scope of the external auditors' financial audit assignment, they also report on internal control issues through their management letters, and they attend the regional and certain local assurance meetings. In 2009, special attention was given to the continuous integration of financial reporting of the acquired business from the former Scottish Newcastle and other acquisitions, including transfer to the Heineken Accounting Policies. Almost all acquired companies have implemented the Heineken standard chart of accounts. The internal risk management and control systems as described in this section provide reasonable assurance that the financial reporting does not contain any errors of material importance. The risk management and control systems worked properly in the year under review. This statement cannot be construed as a statement in accordance with the requirements of Section 404 of the US Sarbanes-Oxley Act, which is not applicable to Heineken N.V. Annually, within six months after the end of the financial year, the Annual General Meeting of Shareholders shall be held, in which, inter alia, the following items shall be brought forward: (i) the discussion of the Annual Report (ii) the discussion and adoption of the financial statements, (iii) discharge of the members of the Executive Board for Annual Report 2009 - Heineken N.V.

Jaarverslagen en Personeelsbladen Heineken

Jaarverslagen | 2009 | | pagina 51