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Corporate Governance statement
Statement of the Executive Board
Heineken N.V.
Annual Report 2020
Introduction
Report of the
Executive Board
Report of the
Supervisory Board
Financial
Statements
Sustainability
Review
Other
Information
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;
2.8.1: This best practice provision situation has
not arisen;
3.1.2 sub vii: 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 121-157 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.
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
2020 give a true and fair view of our assets and
liabilities, our financial position at 31 December
2020, and the results of our consolidated
operations for the financial year 2020; and
- the Report of the Executive Board includes a
fair review of the position at 31 December 2020
and the development and performance during
the financial year 2020 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
R.G.S. van den Brink
L.M. Debroux
Amsterdam, 9 February 2021
