145 Pursuant to Section 10 of the German Securities Prospectus Law, E.ON is required to publish an annual document that contains all its ad-hoc and financial releases of the previous 12 months. The financial calendar, ad-hoc statements, and annual docu- ment are available on the Internet at www.eon.com. Directors' Dealings Persons with executive responsibilities, in particular members of E.ON AG's Board of Management and Supervisory Board and persons closely related to them, must disclose their deal- ings in E.ON stock or in related financial instruments pursuant to Section 15a of the German Securities Trading Act. Such dealings that took place in 2009 have been disclosed on the Internet at www.eon.com. As of December 31, 2009, there was no ownership interest subject to disclosure pursuant to Item 6.6 of the Code. Integrity Our actions are grounded in integrity and a respect for the law. In 2009, the Board of Management issued a revised Code of Conduct which emphasizes that all employees must com- ply with laws and regulations and with company policies.These relate to dealing with business partners, third parties, and government institutions, particularly with regard to antitrust law, the granting and accepting of benefits, the involvement of intermediaries, and the selection of suppliers and service providers. Other rules address issues such as the avoidance of conflicts of interest (such as the prohibition to compete, secondary employment, material financial investments) and handling company information, property, and resources. The policies and procedures of our Compliance Organization ensure the investigation, evaluation, cessation, and punish- ment of reported violations by the appropriate Compliance Officers and the E.ON Group's Chief Compliance Officer. Viola- tions of the Code of Conduct can also be reported anony- mously (for example, by means of a whistleblower report).The most recent version of the Code of Conduct is published on the Internet at www.eon.com. Description of the Functioning of the Board of Management and Supervisory Board and of the Composition and Functioning of their Committees Board of Management The E.ON Board of Management consists of five members and has one Chairperson. Board of Management members may not be older than 65. The Board of Management has in place policies and proce- dures for the business it conducts. It manages the Company's businesses, with all its members bearing joint responsibility for its decisions. It establishes the Company's objectives, sets its fundamental strategic direction, and is responsible for corporate policy and Group organization. The Board of Management regularly reports to the Supervi- sory Board on a timely and comprehensive basis on all relevant issues of corporate planning, business development, risk assessment, and risk management. It also submits the Group's investment, finance, and personnel plan for the com- ing fiscal year as well as the medium-term plan to the Super- visory Board for its approval at the last meeting of each financial year. The Chairperson of the Board of Management informs, with- out undue delay, the Chairperson of the Supervisory Board of important events that are of fundamental significance in assessing the Company's situation, development, and man- agement and of any defects that have arisen in the Company's monitoring systems. Transactions and measures requiring the Supervisory Board's approval are also submitted to the Supervisory Board without delay. Members of the Board of Management are also required to promptly report conflicts of interest to the Executive Com- mittee of the Supervisory Board and to inform the other members of the Board of Management. Members of the Board of Management may only assume other corporate positions, particularly appointments to the supervisory boards of non- Group companies, with the consent of the Executive Commit- tee of the Supervisory Board. There were no conflicts of interest involving members of the Board of Management in 2009. Any material transactions between the Company and members of the Board of Management, their relatives, or entities with which they have close personal ties require the consent of the Executive Committee of the Supervisory Board. No such transactions took place in 2009. Combined Group Management Report Consolidated Financial Statements Corporate Governance Report Supervisory Board and Board of Management Tables and Explanations
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