E.ON AG
12/05/2008  12:21 h
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  Purpose 2007 Corporate Governance Report Declaration of Compliance   2007 2006 2005 2004 2003 2002 Corporate Governance System Board of Management Supervisory Board Directors´ Dealings Share-Based Payment Code of Ethics Articles of Association

Declaration of Compliance with the German Corporate Governance Code made in accordance with Article 161 of the German Stock Corporation Act by the Board of Management and Supervisory Board of E.ON AG

The Board of Management and the Supervisory Board hereby declare that E.ON AG complies with the recommendations contained in the German Corporate Governance Code (dated May 21, 2003) prepared by the Government Commission appointed by the German Minister of Justice and published in the official section of the electronic version of the Bundesanzeiger. Furthermore, the Board of Management and the Supervisory Board declare that E.ON AG has been in compliance since the last statement of German Corporate Governance Code recommendations was issued (dated November 7, 2002), with the following exceptions:

 

1. Item 3.8 of the German Corporate Governance Code recommends that the liability insurance provided for members of the Board of Management and Supervisory Board (so-called D&O insurance) should include an appropriate deductible.

 

The D&O liability insurance E.ON provides for members of the Board of Management and Supervisory Board does not include a deductible. E.ON continues to believe that imposing deductibles is not an appropriate means of improving the sense of responsibility with which members of the Board of Management and Supervisory Board perform their assigned tasks and functions. E.ON's policy in this regard conforms with international standards and with those in effect at its subsidiaries in the U.K. and the U.S.

 

2. Item 5.4.5 of the German Corporate Governance Code recommends that chairpersons of Supervisory Board committees receive extra compensation for such service.

 

At E.ON AG's Annual Shareholders Meeting on April 30, 2003, the Company's Articles of Association were amended so that chairpersons of Supervisory Board committees now receive extra compensation for such service.

 

3. Item 4.2.4 of the German Corporate Governance Code (dated May 21, 2003) recommends that the compensation of each individual member of the Board of Management should be disclosed in the Notes to the Consolidated Financial Statements. Similarly, Item 5.4.5 of the German Corporate Governance Code recommends that the compensation of each individual member of the Supervisory Board should be disclosed in the Notes to the Consolidated Financial Statements.

 

E.ON will not disclose the compensation of each individual member of the Board of Management and Supervisory Board in the Notes to the Consolidated Financial Statements of its 2003 Annual Report. E.ON believes that there are a number of sound reasons for not disclosing individual board members' compensation. In particular, individual disclosure would likely have an undesirable leveling effect on board members' compensation.

 

Düsseldorf, December 11, 2003

 

For the Supervisory Board of E.ON AG

Ulrich Hartmann, Chairman of the Supervisory Board, E.ON AG

 

For the Board of Management of E.ON AG

Dr. Wulf H. Bernotat, Chairman of the Board of Management, E.ON AG

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©E.ON AG 2008