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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