Corporate Governance Statement (continued) Statement of the Executive Board O Q, Introductio^^^^^^^^^^H Report of the Executive Board^^^^^l Report of the Supervisory Board 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 sub viii: 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. In respect of transactions with related parties as disclosed in note 13.3, best practice provisions 2.7.3, 2.7.4 and 2.7.5 of the Code have been observed. This Report of the Executive Board, together with pages 119-154 of the Sustainability Review, serves as the management report for the purpose of Section 391, Book 2 of the Dutch Civil Code. In accordance with best practice provision 1.4.3 of the Code, we are of the opinion that: this report 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; based on the current state of affairs, it is justified that the financial reporting is prepared on a going concern basis; and this report states those material risks and uncertainties that are relevant to the expectation of the Company's continuity for the period of twelve months after the preparation of this report. Financial Statements Sustainability Review Heineken N.V. Annual Report 2018 Other Information It should be noted that the foregoing does not imply that these systems 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 2018 give a true and fair view of our assets and liabilities, our financial position at 31 December 2018, and the results of our consolidated operations for the financial year 2018; and the Report of the Executive Board includes a fair review of the position at 31 December 2018 and the development and performance during the financial year 2018 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, 12 February 2019 Heineken N.V. Annual Report 2018

Jaarverslagen en Personeelsbladen Heineken

Jaarverslagen | 2018 | | pagina 46