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