Corporate Governance Statement continued
Contents
Overview
Report of the
Executive Board
Report of the
Supervisory Board
Financial
statements
Other information
Appointment and dismissal of Supervisory and Executive
Board members
Members of the Supervisory Board and the Executive Board are
appointed by the General Meeting of Shareholders on the basis
of a non-binding nomination bythe Supervisory Board.
The General Meeting of Shareholders can dismiss members of
the Supervisory Board and the Executive Board by a majority of
the votes cast, if the subject majority at least represents one-third
of the issued capital.
Amendment of the Articles of Association
The Articles of Association can be amended by resolution of the
General Meeting of Shareholders in which at least half of the
issued capital is represented and exclusively either at the proposal
of the Supervisory Board or at the proposal of the Executive
Board that has been approved by the Supervisory Board, or at
the proposal of one or more shareholders representing at least
half of the issued capital.
Acquisition of own shares
On 25 April 2013, the Annual General Meeting of Shareholders
authorised the Executive Board (for the statutory maximum
period of 18 months) to acquire own shares subject to the
following conditions and with due observance of the law and
the Articles of Association (which require the approval of the
Supervisory Board):
The maximum number of shares which may be acquired
is 10 per cent of the issued share capital of Heineken N.V.
Transactions must be executed at a price between the
nominal value of the shares and 110 per cent of the opening
price quoted for the shares in the Official Price List (Officiële
Prijscourant) of Euronext Amsterdam on the date of the
transaction or, in the absence of such a price, the latest price
quoted therein.
Transactions may be executed on the stock exchange
or otherwise.
The authorisation may be used in connection with the LTV for
the members of the Executive Board and the LTV for senior
management, but may also serve other purposes, such as other
acquisitions. A new authorisation will be submitted for approval
to the Annual General Meeting of Shareholders on 24 April 2014.
Issue of shares
On 25 April 2013, the Annual General Meeting of Shareholders
also authorised the Executive Board (for a period of 18 months)
to issue shares or grant rights to subscribe for shares and to
restrict or exclude shareholders' pre-emption rights, with due
observance of the law and Articles of Association (which require
the approval of the Supervisory Board). The authorisation is
limited to 10 per cent of Heineken N.V.'s issued share capital,
as per the date of issue. The authorisation may be used in
connection with the LTV for the members of the Executive Board
and the LTV for senior management, but may also serve other
purposes, such as acquisitions. A new authorisation will be
submitted for approval to the Annual General Meeting of
Shareholders on 24 April 2014.
Statement of the Executive Board
In accordance with best practice provision II.1.5 of the Dutch
Corporate Governance Code of December 2008, we are of the
opinion that, in respect of financial reporting risks, the internal
risk management and control system, as described in the Risk
Management section of this Annual Report 2013:
provides a reasonable level of assurance that the financial
reporting in this Annual Report 2013 does not contain any
errors of material importance; and
hasworked properlyduringtheyear2013.
It should be noted that the foregoing does not imply that this
system and these procedures provide absolute assurance as to
the realisation of operational and strategic business objectives,
or that they can prevent all misstatements, inaccuracies,
errors, fraud and non-compliance with legislation, rules and
regulations. For a detailed description of the risk management
system and the principal risks identified, please refer to the Risk
Management section.
In accordance with Article 5:25c paragraph 2 sub c of the
Financial Markets Supervision Act, we confirm that, to the best
of our knowledge,
1°. thefinancial statements in this Annual Report 2013 give
a true and fair view of our assets and liabilities, our financial
position at 31 December 2013, and the results of our
consolidated operations for the financial year 2013; and
2°. the Report of the Executive Board includes a fair review
of the position at 31 December 2013 and the development
and performance during the financial year 2013 of Heineken
N.V. and the undertakings included in the consolidation
taken as a whole, and describes the principal risks that
Heineken N.V. faces.
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.
Executive Board
J.F.M.L. van Boxmeer
D.R. Hooft Graafland
Amsterdam, 11 February 2014
Heineken N.V. Annual Report 2013
