Corporate Governance Statement
Contents
Overview
Report of the
Executive Board
Report of the
Supervisory Board
Financial
statements
Other information
Dutch Corporate Governance Code
On 10 December 2008, the current Dutch Corporate Governance
Code (the "Code") was introduced. The Code can be downloaded
at: www.commissiecorporategovernance.nl.
Heineken N.V. has prepared a Comply or Explain report on the
basis of the Code. The Comply or Explain report is available
at: www.theEIEINEKENcompany.com/investors/governance/
corporate-governance-code.
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.
EHEINEKEN endorses the Code's principles and applies virtually all
best practice provisions. Elowever, in particular, the structure of
the EHEINEKEN Group, and specifically the relationship between
Eleineken EHolding N.V. and Eleineken N.V., prevents Eleineken N.V.
from applying a small number of best practice provisions. In
particular, this pertains to the following best practice provisions
which are not (fully) applied or applied with an explanation:
II.2.8: severance payment Executive Board members;
111.2.1,111.2.3 and III.5.1: independence of Supervisory
Board members;
III.3.5: appointment period Supervisory Board members;
III.5.5: 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 Eleineken N.V.:
II.2A, II.2.5 and II.2.7: EHEINEKEN does not grant options
on shares;
III.8: EHEINEKEN does not have a one-tier management
structure;
IIIA1 (g): the Central Works Council operates at the level of
Eleineken Nederlands Beheer B.V., a subsidiary of EHEINEKEN
with its own Supervisory Board;
IV.1.2: EHEINEKEN has no financing preference shares;
IV.2: EHEINEKEN has no depositary receipts of shares, nor
a trust office;
IV.3.11: EHEINEKEN has no anti-takeover measures;
IVA the principle and best practice provisions relate
to shareholders;
V.3.3: EHEINEKEN has an internal audit function.
The General Meeting of Shareholders of 22 April 2010 discussed
the way EHEINEKEN deals with the Code and that Eleineken 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 System
for Financial Reporting
The risk management and control system for financial reporting
includes clear accounting policies, a standard chart of accounts
and Letters of Representation signed by regional, functional
and local management. The EHEINEKEN common systems and
embedded control frameworks are implemented in a large number
of the 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. The external auditors also report on
internal control issues through their management letters, and
attend the regional and certain local assurance meetings.
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 for their management, (iv)
discharge of the members of the Supervisory Board for their
supervision on the management and (v) appropriation of profits.
General Meetings of Shareholders shall be held in Amsterdam.
Convocation
Pursuant to the law, the Executive Board or the Supervisory
Board shall convene the General Meeting of Shareholders with
a convocation period of at least 42 days (excluding the date of
the meeting, but including the convocation date).
The Executive Board and the Supervisory Board are obliged to
convene a General Meeting of Shareholders upon reguest of
shareholders individually or collectively owning 25 per cent of the
shares. Such meeting shall then be held within eight weeks from
the reguest and shall deal with the subjects as stated by those
who wish to hold the meeting.
Eleineken N.V. Annual Report 2013
33