E.ON AG
08/28/2008  17:41 h
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  Purpose 2007 Corporate Governance Report   Introduction Supervisory Board Board of Management Shareholders and Annual Shareholders Meeting Accounting and Annual Financial Statements Risk Policies Transparency Ethics Compensation Report Declaration of Compliance Corporate Governance System Board of Management Supervisory Board Directors´ Dealings Share-Based Payment Code of Ethics Articles of Association

Board of Management

The E.ON AG Board of Management consists of five (through the end of March 2008: six) members and has one Chairperson. Board of Management members may not be older than 65.

 

The Board of Management has in place policies and procedures 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 Supervisory 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 coming financial year as well as the medium-term plan to the Supervisory Board for its approval at the last meeting of each financial year.

 

The Chairperson of the Board of Management informs, without undue delay, the Chairperson of the Supervisory Board of important events that are of fundamental significance in assessing the Company’s condition, development, and management 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 Committee 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 Committee of the Supervisory Board. There were no conflicts of interest involving members of the Board of Management in 2007. 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 2007.

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