147Combined Group Management Report Consolidated Financial Statements Corporate Governance Report Supervisory Board and Board of Management Tables and Explanations accounting process, the effectiveness of the internal control system, internal risk management, and the internal audit system, compliance, and the independent audit. The commit- tee's tasks relating to the independent audit consist primarily of ensuring the independence of the independent auditor, assigning the auditing task to the independent auditor, estab- lishing auditing priorities, concluding the agreement regard- ing the independent auditor's fees, and establishing what additional non-auditing services are to be performed by the independent auditor. The Audit and Risk Committee also prepares the Supervisory Board's decision on the approval of the Financial Statements of E.ON AG and the Consolidated Financial Statements. It also examines the Company's quar- terly Interim Reports and discusses the audit review of the Interim Reports with the independent auditor. The effective- ness of the internal control mechanisms for the accounting process used at E.ON AG and the market unit lead companies is tested on a regular basis by our Internal Audit division. In addition, the Audit and Risk Committee prepares the proposal on the selection of the Company's independent auditor for the Annual Shareholders Meeting. In order to ensure the auditor's independence, the Audit and Risk Committee secures a statement from the proposed auditors detailing any facts that could lead to the audit firm being excluded for indepen- dence reasons or otherwise conflicted. As part of its audit responsibilities, the independent auditor agrees to: · promptly inform the Chairperson of the Audit and Risk Committee should any such facts arise during the course of the audit · promptly inform the Supervisory Board of anything arising during the course of the audit that is of relevance to the Supervisory Board's duties · inform the Chairperson of the Audit and Risk Committee of, or to note in the audit report, any facts that arise during the audit that contradict the statements submitted by the Board of Management or Supervisory Board in connection with the Code. The Finance and Investment Committee consists of six members. It advises the Board of Management on all issues of corporate finance and investment planning. It decides on behalf of the Supervisory Board on the approval of the acqui- sition and disposition of companies, equity interests, and parts of companies, as well as on finance measures whose value exceeds 1 percent of the equity listed in the Company's most recent Consolidated Balance Sheet. If the value of any such transactions or activities exceeds 2.5 percent of the equity listed in the most recent Consolidated Balance Sheet, the Finance and Investment Committee prepares the Supervisory Board's decision on such matters. The Nomination Committee consists of three shareholder representative members. Its Chairperson is the Chairperson of the Supervisory Board. Its task is to recommend to the Supervisory Board suitable candidates for election to the Supervisory Board by the Annual Shareholders Meeting. All committees meet at regular intervals and when specific circumstances require it under their policies and procedures. The Report of the Supervisory Board contains information about how often the committees actually met (on page 158) and their composition (on page 161). Shareholders and Annual Shareholders Meeting E.ON AG shareholders exercise their rights and vote their shares at the Annual Shareholders Meeting. The Company's financial calendar, which is published in the Annual Report, in the quarterly Interim Reports, and on the Internet at www.eon.com, regularly informs shareholders about impor- tant Company dates. At the Annual Shareholders Meeting, shareholders may vote their shares themselves, through a proxy of their choice, or through a Company proxy who is required to follow the shareholder's voting instructions. As stipulated by German law, the Annual Shareholders Meeting votes to select the Company's independent auditor.