Corporate Governance Statement (continued)
Statement of the Executive Board
Report of the
Report of the
Annual Report 2016
HEINEKEN in principle endorses the Code's principles and applies virtually all best practice provisions. However, given the structure of the HEINEKEN
Group, and specifically the relationship between the Company and its controlling shareholder Heineken Holding 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.6.6: Temporary nature of appointing a delegated Supervisory Board member.
Furthermore, HEINEKEN does not fully apply best practice provision II.2.8 (severance payment Executive Board members) to Mr. Van Boxmeer,
in view of his long-standing employment relationship (over 25 years in service) with the Company. Please refer to the Remuneration Report for
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.2.6 and II.2.7: HEINEKEN does not grant options on shares;
- III.4.1 (g): the Central Works Council operates at the level of Heineken Nederlands Beheer B.V., a subsidiary of HEINEKEN with its own
- III.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; and
- V.3.3: HEINEKEN has an internal audit function.
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 2016:
- provides a reasonable level of assurance that the financial statements in this Annual Report 2016 do not contain any errors of material
- has worked properly during the year 2016.
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
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 2016 give a true and fair view of our assets and liabilities, our financial position at 31 December
2016, and the results of our consolidated operations for the financial year 2016; and
- the Report of the Executive Board includes a fair review of the position at 31 December 2016 and the development and performance during the
financial year 2016 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 Act
is not applicable to Heineken N.V.
J.F.M.L. van Boxmeer
Amsterdam, 14 February 2017