Corporate Governance Statement continued Report of the Report of the Financial Other Contents Overview Executive Board Supervisory Board statements information Compliance with the Code On 10 December 2008, the current Code was introduced. The Code can be downloaded at www.commissiecorporategovernance.nl. The Company 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 in principle endorses the Code's principles and applies virtually all best practice provisions. Elowever, given the structure of the EHEINEKEN Group, and specifically the relationship between the Company and its controlling shareholder Eleineken EHolding N.V., the Company does not (fully) apply the following best practice provisions: III.2.1, III.2.3 and III.5.1: Number of independent Supervisory Board members; III.3.5: Maximum terms of appointment Supervisory Board members; and III.5.5: Temporary nature of appointing a delegated Supervisory Board member. Furthermore, EHEINEKEN does not fully apply best practice provision II.2.8 (severance payment Executive Board members) to the present members of the Executive Board (i.e. Messrs. Van Boxmeer and Elooft Graafland). In view of the long-standing employment relationship (over 25 years in service), the limitation of severance payment to one year's salary will only be applied in case of dismissal for cause. Other best practice provisions which are not applied relate to the fact that these principles and/or best practice provisions are not applicable to the Company: II.2.4, II.2.5 and II.2.7: EHEINEKEN does not grant options on shares; 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; III.8: EHEINEKEN does not have a one-tier management structure; 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; IV.A: the principle and best practice provisions relate to shareholders; and V.3.3: EHEINEKEN has an internal audit function. Statement of the Executive Board In accordance with best practice provision II.1.5 of the Code, 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 2014 provides a reasonable level of assurance that the financial reporting in this Annual Report 2014 does not contain any errors of material importance; and has worked properly during the year 2014. 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, the financial statements in this Annual Report 2014 give a true and fair view of our assets and liabilities, our financial position at 31 December 2014, and the results of our consolidated operations for the financial year 2014; and the Report of the Executive Board includes a fair review of the position at 31 December 2014 and the development and performance during the financial year 2014 of Eleineken N.V. and the undertakings included in the consolidation taken as a whole, and describes the principal risks that Eleineken N.V. faces. This statement cannot be construed as a statement in accordance with the reguirements of Section 404 of the US Sarbanes-Oxley Act, which Act is not applicable to Eleineken N.V. Executive Board J.F.M.L. van Boxmeer D.R. Elooft Graafland Amsterdam, 10 February 2015 Eleineken N.V. Annual Report 2014

Jaarverslagen en Personeelsbladen Heineken

Jaarverslagen | 2014 | | pagina 46