2011 Annual Report - OTCIQ.com

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Corporate Governance Report
Corporate Governance Declaration, made in accordance
with Section 289a of the German Commercial
Code (Part of the Combined Group Management
Report)
Declaration of Compliance with the German Corporate
Governance Code, made in accordance with
Section 161 of the German Stock Corporation Act,
by the Board of Management and the Supervisory
Board of E.ON AG
“The Board of Management and the Supervisory Board hereby
declare that E.ON AG, from the date of its previous declaration
of compliance (December 13, 2010) to the date its declaration
was updated (March 8, 2011), fully complied with the recommendations
contained in the German Corporate Governance
Code (‘the Code’), dated May 26, 2010, prepared by the Government
Commission appointed by the German Minister of
Justice and published in the official section of the electronic
version of the Bundesanzeiger. Since March 8, 2011, E.ON AG
has fully complied with all of the Code’s recommendations, and
will do so in the future, with the following exception:
Section 5.4.6, Paragraph 2, Item 1 of the Code recommends
that Supervisory Board members receive performance-based
compensation in addition to fixed compensation. In May
2011, the E.ON Annual Shareholders Meeting decided to change
the Supervisory Board’s compensation to consist only of
fixed compensation and to adjust the Company’s Articles of
Association accordingly. The 2011 financial year is the first
for which the new rule applies. The purpose of eliminating
performance-based compensation is to further enhance the
Supervisory Board’s independence. This change to the Company’s
Articles of Association also reflects current developments
in discussions regarding corporate governance.
Düsseldorf, December 12, 2011
For the Supervisory Board of E.ON AG:
Werner Wenning
(Chairman of the Supervisory Board of E.ON AG)
For the Board of Management of E.ON AG
Dr. Johannes Teyssen
(Chairman of the Board of Management of E.ON AG)
The declaration is published on the Company’s webpage at
www.eon.com and is thus publicly available to shareholders
at all times.
Relevant Information about Management Practices
Corporate Governance
E.ON views corporate governance as a central foundation of
responsible and value-oriented management, efficient collaboration
between the Board of Management and the Supervisory
Board, transparent disclosures, and appropriate risk
management.
In 2011, the Board of Management and Supervisory Board
paid close attention to E.ON’s compliance with the Code’s
recommendations and suggestions. They determined that E.ON
complies with all of the Code’s recommendations (with one
exception described in the declaration above) and with nearly
all of its suggestions.
Transparent Management
Transparency is a high priority of E.ON AG’s Board of Management
and Supervisory Board. Our shareholders, all capital
market participants, financial analysts, shareholder associations,
and the media regularly receive up-to-date information
about the situation of, and any material changes to, the Company.
We primarily use the Internet to help ensure that all
investors have equal access to comprehensive and timely
information about the Company.
E.ON AG issues reports about its situation and earnings by
the following means:
• Interim Reports
• Annual Report
• Annual press conference
• Press releases
• Telephone conferences held on release of the quarterly
Interim Reports and the Annual Report
• Numerous events for financial analysts in and outside
Germany.
A financial calendar lists the dates on which the Company’s
financial reports are released.