2011 Annual Report - OTCIQ.com

More documents

Recommendations

Info

202 Explanatory Report of the Board of Management on the Disclosures pursuant to Section 175, Paragraph 2 of the German Stock Corporation Act Explanatory Report of the Board of Management on the Disclosures Pursuant to Section 289, Paragraph 4, and Section 315, Paragraph 4, as well as Section 289, Paragraph 5, of the German Commercial Code The Board of Management has read and discussed the disclosures pursuant to Section 289, Paragraph 4 and Section 315, Paragraph 4 of the German Commercial Code contained in the Combined Group Management Report for the year ended December 31, 2011, and issues the following declaration regarding these disclosures: The disclosures pursuant to Section 289, Paragraph 4 and Section 315, Paragraph 4 of the German Commercial Code contained in the Company’s Combined Group Management Report are correct and conform with the Board of Management’s knowledge. The Board of Management therefore confines itself to the following statements: Beyond the disclosures contained in the Combined Group Management Report (and legal restrictions such as the exclusion of voting rights pursuant to Section 136 of the German Stock Corporation Act), the Board of Management is not aware of any restrictions regarding voting rights or the transfer of shares. The Company is not aware of shareholdings in the Company’s share capital exceeding ten out of one hundred voting rights, so that information on such shareholdings is not necessary. There is no need to describe shares with special control rights (since no such shares have been issued) or special restrictions on the control rights of employees’ shareholdings (since employees who hold shares in the Company’s share capital exercise their control rights directly, just like other shareholders). To the extent that the Company has agreed to settlement payments for Board of Management members in the case of a change of control, the purpose of such agreements is to preserve the independence of Board of Management members. The Board of Management also read and discussed the disclosures in the Combined Group Management Report pursuant to Section 289, Paragraph 5, of the German Commercial Code. The disclosures contained in the Combined Group Management Report on the key features of our internal control and risk management system for accounting processes are complete and comprehensive. Internal controls are an integral part of our accounting processes. Guidelines define uniform financial-reporting documentation requirements and procedures for the entire E.ON Group. We believe that compliance with these rules provides sufficient certainty to prevent error or fraud from resulting in material misrepresentations in the Consolidated Financial Statements, the Combined Group Management Report, and the Interim Reports. Düsseldorf, February 2012 E.ON AG Board of Management Dr. Teyssen Kildahl Prof. Dr. Maubach Dr. Reutersberg Dr. Schenck Stachelhaus
CEO Letter E.ON Stock Combined Group Management Report Consolidated Financial Statements Corporate Governance Report Supervisory Board and Board of Management Tables and Explanations Board of Management (and Information on Other Directorships Held by Board of Management Members) Dr. Johannes Teyssen Born 1959 in Hildesheim Chairman and Chief Executive Officer Member of the Board of Management since 2004 Group Executive Human Resources, Corporate Strategy & Development, Investor Relations, Group Audit, and Political Affairs & Corporate Communications, Düsseldorf • E.ON Energie AG 1 • E.ON Ruhrgas AG 1 • Deutsche Bank AG • Salzgitter AG Jørgen Kildahl Born 1963 in Bærum, Norway Member of the Board of Management since 2010 Upstream/Generation, Trading & Optimization, Düsseldorf • E.ON Ruhrgas AG 1 (Chairman) • E.ON Energy Trading SE 1 (Chairman) • E.ON Generation GmbH² (Chairman) • E.ON Sverige AB² Prof. Dr. Klaus-Dieter Maubach Born 1962 in Schwelm Member of the Board of Management since 2010 Research & Development, New Build & Technology, Corporate Responsibility, Corporate Incident & Crisis Management, Health/Safety & Environment, Düsseldorf • E.ON Ruhrgas AG 1 • E.ON Energy Trading SE 1 • E.ON New Build & Technology GmbH 1 (Chairman) • E.ON Czech Holding AG² • E.ON Sverige AB² Dr. Bernhard Reutersberg Born 1954 in Düsseldorf Member of the Board of Management since 2010 Management of regional units, management of distribution and retail businesses, Düsseldorf • E.ON Energie AG 1 (Chairman) • E.ON España S.L.² • E.ON France S.A.S.² (Chairman) • E.ON Italia S.p.A.² • E.ON Sverige AB² (Chairman) • E.ON Benelux N.V.² (Chairman) • E.ON Hungaria Zrt.² (Chairman) • OAO E.ON Russia² • Nord Stream AG Dr. Marcus Schenck Born 1965 in Memmingen Member of the Board of Management since 2006 Finance, Accounting, Corporate Planning & Controlling, Mergers & Acquisitions, Tax, Düsseldorf • E.ON Energy Trading SE 1 • E.ON Ruhrgas AG 1 • E.ON IT GmbH 1 • Commerzbank AG • SMS Group GmbH • AXA S.A. Regine Stachelhaus Born 1955 in Böblingen Member of the Board of Management since 2010 Group Human Resources, IT, Group Procurement, Legal Affairs & Compliance, Real Estate/Mining, Facility Management, E.ON Academy, Labor Director, Düsseldorf • E.ON Energie AG 1 • E.ON Ruhrgas AG 1 • E.ON IT GmbH 1 (Chairwoman) Information as of December 31, 2011, or as of the date on which membership in the E.ON Board of Management ended. • Directorships/supervisory board memberships within the meaning of Section 100, Paragraph 2, of the German Stock Corporation Act. • Directorships/memberships in comparable domestic and foreign supervisory bodies of commercial enterprises. 1 Exempted E.ON Group directorship. 2 Other E.ON Group directorship. 203
Page 1 and 2:
2011 Annual Report
Page 3 and 4:
Contents 2 CEO Letter 4 E.ON Stock
Page 5 and 6:
Europe’s energy markets are conso
Page 7 and 8:
Dividend At the 2012 Annual Shareho
Page 9 and 10:
Global Units We manage all our oper
Page 11 and 12:
How will we achieve all this? The f
Page 13 and 14:
Top performance requires efficient
Page 15 and 16:
The Energy Roadmap 2050 adopts a sc
Page 17 and 18:
Macroeconomic Environment In 2011,
Page 19 and 20:
Energy Prices Four main factors dro
Page 21 and 22:
Attributable Generating Capacity Th
Page 23 and 24:
The Russia unit generated about 94
Page 25 and 26:
Gas Sales On a consolidated basis,
Page 27 and 28:
Sales Our sales rose by 22 percent
Page 29 and 30:
Sales at the UK regional unit decli
Page 31 and 32:
E.ON generates a significant portio
Page 33 and 34:
Distribution Networks’ EBITDA dec
Page 35 and 36:
and coal-fired power stations. Of t
Page 37 and 38:
Analyzing Value Creation by Means o
Page 39 and 40:
Cash Flow and Financial Position E.
Page 41 and 42:
In addition to our DIP, we have a
Page 43 and 44:
E.ON AG’s Earnings, Financial, an
Page 45 and 46:
Employees HR Strategy The knowledge
Page 47 and 48:
Workforce Figures At year-end 2011,
Page 49 and 50:
Technology and Innovation In 2011,
Page 51 and 52:
The ERC was founded in 2006. Its mi
Page 53 and 54:
Risk Management and Insurance E.ON
Page 55 and 56:
Strategic Risks Our business strate
Page 57 and 58:
E.ON is building a hard-coal-fired
Page 59 and 60:
waste.” The draft legislation men
Page 61 and 62:
In 2012, Sweden will introduce a ne
Page 63 and 64:
Due to lower commodity prices and u
Page 65 and 66:
We anticipate Renewables’ earning
Page 67 and 68:
Opportunities We conduct a bottom-u
Page 69 and 70:
Audit Opinion According to § 322 A
Page 71 and 72:
CEO Letter E.ON Stock Combined Grou
Page 73 and 74:
Page 75 and 76:
Additional information on the State
Page 77 and 78:
Page 79 and 80:
Business Combinations Business comb
Page 81 and 82:
Newly created goodwill is allocated
Page 83 and 84:
Subsequent costs arising, for examp
Page 85 and 86:
Instruments commonly used are forei
Page 87 and 88:
future exercise price. This amount
Page 89 and 90:
Contingent liabilities are possible
Page 91 and 92:
(2) New Standards and Interpretatio
Page 93 and 94:
and joint operations. The provision
Page 95 and 96:
The amended standard also contains
Page 97 and 98:
Russian Federation. The proceeds fr
Page 99 and 100:
The gains on the disposal of invest
Page 101 and 102:
The decrease in tax expense by €3
Page 103 and 104:
Of the deferred taxes reported, a t
Page 105 and 106:
Stock Appreciation Rights of E.ON A
Page 107 and 108:
The fees for financial statement au
Page 109 and 110:
Page 111 and 112:
Page 113 and 114:
Of this total, an amount of €160
Page 115 and 116:
(15) Companies Accounted for under
Page 117 and 118:
The individual impaired receivables
Page 119 and 120:
(20) Additional Paid-in Capital As
Page 121 and 122:
Description of the Benefit Obligati
Page 123 and 124:
Description of Plan Assets Defined
Page 125 and 126:
Taking into account periodic additi
Page 127 and 128:
(25) Miscellaneous Provisions The f
Page 129 and 130:
Advance payments made to other wast
Page 131 and 132:
At year-end 2011, the following EIF
Page 133 and 134:
Construction grants of €2,857 mil
Page 135 and 136:
In Sweden, owners of nuclear facili
Page 137 and 138:
Competition in the gas market and i
Page 139 and 140:
Pursuant to the information availab
Page 141 and 142:
Page 143 and 144:
The fair value of shareholdings in
Page 145 and 146:
The following two tables illustrate
Page 147 and 148:
Risk Management Principles The pres
Page 149 and 150:
A sensitivity analysis was performe
Page 151 and 152:
Virtually all of the investments in
Page 153 and 154: Under IAS 24, compensation paid to
Page 155 and 156: Net book gains in 2011 decreased by
Page 157 and 158: CEO Letter E.ON Stock Combined Grou
Page 159 and 160: (34) Compensation of Supervisory Bo
Page 161 and 162: Notes (36) List of Shareholdings Pu
Page 177 and 178: In addition to the Company’s peri
Page 179 and 180: The Supervisory Board has establish
Page 181 and 182: and the Consolidated Financial Stat
Page 183 and 184: Compensation of the Members of the
Page 185 and 186: The Supervisory Board, at its discr
Page 187 and 188: the E.ON Group’s ROCE and prior-y
Page 189 and 190: Compensation of the Members of the
Page 191 and 192: The remaining other compensation of
Page 193 and 194: In addition, the Board of Managemen
Page 195 and 196: We examined the Board of Management
Page 197 and 198: Klaus Dieter Raschke Chairman of th
Page 199 and 200: At the Board of Management’s disc
Page 201 and 202: Further information about financial
Page 203: Assessment After companies have doc
Page 207 and 208: Glossary of Financial Terms Actuari
Page 209 and 210: Prepayments and accrued income Line
Page 211: Financial Calendar May 3, 2012 2012
show all

2011 Annual Report - OTCIQ.com

You also want an ePaper? Increase the reach of your titles

Delete template?

Save as template?