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
www.heinekeninternational.com
The Dutch Corporate Governance Code can be downloaded
at www.commissiecorporategovernance.nl
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.