52
Corporate Governance statement
Introduction
The authorisation is limited to 10% of the Company’s
issued capital as per 20 April 2023.
Sustainability
Review
Other
Information
Financial
Statements
Report
of the
Supervisory
Board
Report
of the
Executive
Board
The authorisation may be used in connection with
the LTIP and the STIP for the members of the
Executive Board and the LTIP for senior management,
but may also serve other purposes, such as funding
of acquisitions.
Compliance with the Corporate Governance
Code
On 20 December 2022, the current Code was
published, which came into effect on 1 January 2023.
The Code can be downloaded at http://www.mccg.nl.
The Code was first adopted in 2003 and was
amended in 2008, 2016 and 2022. In the years since
the last revision of the Code in 2016, a number of
important developments have been observed in the
field of governance, such as the greater emphasis on
sustainability and digitisation and diversity and
inclusion as well as addressing changed legislation and
regulations. These developments have been
addressed in the latest update of the Code.
The Code contains principles and best practice
provisions that regulate relations between the
management board, the supervisory board and the
general meeting/shareholders. The principles in the
Code may be regarded as reflecting widely held
general views on good corporate governance. The
principles have been expressed in the form of best
practice provisions. These provisions contain standards
for the conduct of management board members,
supervisory board members and shareholders. They
reflect best practices and supplement the general
principles of good corporate governance.
As stated in the Code, 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.
The Company, 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:
- 2.1.7, 2.1.8 and 2.1.10 4: Number of independent
Supervisory Board members; in that light the
Supervisory Board report does not state that best
practice provisions 2.1.7 through 2.1.9 have been
fulfilled
- 2.2.2: Maximum terms of appointment Supervisory
Board members
- 2.3.8: Temporary nature of appointing a delegated
Supervisory Board member
The agreement with Mr. Van den Brink and Mr. Van den
Broek with regards to their terms comply with the Code.
For more information please see the Remuneration
Report.
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:
- 2.8.1: This best practice provision situation has not
arisen
- 3.1.2: sub vii: The Company does not grant options
on shares
- 4.1.5: This best practice provision relates to
shareholders
- 4.2.6: The Company has no anti-takeover measures
- 4.3.1: This best practice provision relates to
shareholders
- 4.3.4: The Company has no financing preference
shares
- 4.3.5 and 4.3.6: This best practice provision relates to
institutional investors
- 4.4: The Company has no depositary receipts of
shares, nor a trust office
- 4.3.3 and 5.1: The Company does not have a one-tier
management structure
Statement of the Executive Board
This Report of the Executive Board, together with
the Sustainability Review, serves as the management
report for the purpose of Section 391, Book 2 of the
Dutch Civil Code.
For a detailed description of the risk management
system and the principal risks identified, please refer
to the Risk Management section.
Various topics included in the updated Code are
addressed in detail in other sections of this Annual
Report, including with respect to long-term sustainable
value creation, company culture, diversity and
inclusion and a policy for an effective dialogue with
stakeholders with regard to sustainability aspects of
the Company’s strategy. Please refer to these
dedicated sections to read more about these topics.
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
- This report states those material risks and
uncertainties that are relevant to the expectation of
the Company’s continuity for the period of 12
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.
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.
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 2023
give a true and fair view of our assets and liabilities,
our financial position at 31 December 2023, and the
results of our consolidated operations for the
financial year 2023; and
- the Report of the Executive Board includes a fair
review of the position at 31 December 2023 and the
development and performance during the financial
year 2023 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
H.P.J. van den Broek
Amsterdam, 13 February 2024
A new authorisation will be submitted for approval to
the AGM at 25 April 2024.
Heineken
N.V.
Annual
Report
2023
Issue of shares
On 20 April 2023, the AGM authorised the Executive
Board (for a period of 18 months) to issue shares or
grant rights to subscribe for shares and to restrict or
exclude shareholders’ pre-emption rights, with due
observance of the law and Articles of Association
(which require the approval of the Supervisory Board).
