Corporate Governance Statement
40
Report of the Executive Board
Dutch Corporate Governance Code
On 10 December 2008 a new Dutch Corporate Governance
Code (the 'Code') was presented amending the Corporate
Governance Code of 9 December 2003. The Code can be
downloaded at www.commissiecorporategovernance.nl.
As part of the Annual Report 2009 Heineken N.V.
prepared a Comply or Explain report on the basis of the
Code. The Comply or Explain report is also available at
www.heinekeninternational.com.
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.
Heineken endorses the Code's principles and applies virtually
all best practice provisions. However, 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.
The following best practice provisions are not (fully) applied
or applied with an explanation:
11.2.8: severance payment Executive Board members
111.2.1,111.2.2 a, c and e and 111.2.3: independence
111.3.5: appointment period Supervisory Board members
111.4.1 (g): contact with Central Works Council
1(1.5.11: Chairman Remuneration Committee
111.6.6: delegated Supervisory Board member.
Other best practice provisions, which are not applied, relate
to the fact that these principles and/or best practice provisions
are not applicable to Heineken N.V.:
11.2.4,11.2.6 and 11.2.7: Heineken does not grant options
on shares
111.8: 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 Shareholders of 22 April 2010 discussed
the way Heineken deals with the Code and that Heineken N.V.
does not (fully) apply the above best practice provisions. At the
General Meeting of Shareholders of 20 April 2005, the departure
from similar best practice provisions of the 2003 corporate
governance code was put to the vote and approved.
Risk Management and Control Systems
The risk management and control systems over financial
reporting contain 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 have been implemented in a large number
of Operating Companies and support common accounting and
regular financial reporting in standard forms. Testing of key
controls relevant for financial reporting is part of the Common
Internal Audit approach in Operating Companies on common
systems. The external audit activities provide additional
assurance on the financial reporting. 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 2010, special attention was given to the integration
of financial reporting of the acquired beer operations of
FEMSA (Fomento Económico Mexicano, S.A.B. de C.V.), which
included the application of the Heineken Accounting Policies.
The internal risk management and control systems, as described
in this section, provide a 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.
General Meeting of Shareholders
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 from their management,
(iv) discharge of the members of the Supervisory Board from
their supervision on the management and (v) appropriation
of profits. General Meetings of Shareholders shall be held
in Amsterdam.
