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Corporate Governance Statement (continued)
Statement of the Executive Board
Report of the
Report of the
Financial
Sustainability
Other
Introduction
Executive Board
Supervisory Board
Statements
Review
Information
Heineken N.V. Annual Report2017
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:
1.3.6:
HEINEKEN has an internal audit function;
3.1.2 subviii:
HEINEKEN does not grant options on shares;
4.1.5:
This best practice provision relates to shareholders;
4.2.6:
HEINEKEN has no anti-takeover measures;
4.3.1:
This best practice provision relates to shareholders;
4.3.4:
HEINEKEN has no financing preference shares;
4.3.5 and 4.3.6:
This best practice provision relates to institutional investors;
4.4:
HEINEKEN has no depositary receipts of shares, nor a trust office; and
4.3.3 and 5.1:
HEINEKEN does not have a one-tier management structure.
The Report of the Executive Board, together with pages 133-154 of the Sustainability Review, serves as the management report forthe purpose of
section 391Book 2 of the Dutch Civil Code.
In accordance with best practice provision 1.4.3 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 2017:
Provides sufficient insights into any failings in the effectiveness of the internal risk management and control systems;
The aforementioned systems provide reasonable assurance that the financial reporting does not contain any material inaccuracies in the design and
operation of the internal risk management and control systems during the past financial year;
Based on the current state of affairs, it is justified that the financial reporting is prepared on agoing concern basis; and
The report states those material risks and uncertainties that are relevant to the expectation of the Company's continuity forthe period of 12 months
afterthe preparation of the report.
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 referto 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 2017 give a true and fair view of our assets and liabilities, our financial position at 31 December 2017,
and the results of our consolidated operations forthe financial year 2017; and
the Report of the Executive Board includes a fair review of the position at 31 December 2017 and the development and performance during the
financial year 2017 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.
Executive Board
J.F.M.L. van Boxmeer
L.M. Debroux
Amsterdam, 9 February 2018
Heineken N.V. Annual Report 2017