E.on Se · XETR:EOAN
E.on — Non-Deal Roadshow (December 2017)
25 slides from E.on's roadshow presentation, December 2017
Slide 1: Corporate Governance Roadshow
Corporate Governance Roadshow November/December 2017
Slide 2: Agenda
Agenda 1. E.ON Delivering Step by Step 2. Supervisory Board and Committee Work 3. Management Remuneration 4. Back Up
Slide 3: E.ON Delivering Step by Step
E.ON Delivering Step by Step E.ON Delivering Step by Step Supervisory Board and Committee Work Management Remuneration Key Achievements in 2017 Announcement of Fortum offer for Uniper shares • Nuclear de-risking completed: transfer of ~€10bn to 160 150 KFK solution finalized government fund finalize
Slide 4: E.ON's Two-Tier Governance Structure
E.ON’s Two-Tier Governance Structure E.ON Delivering Step by Step Supervisory Board and Committee Work Management Remuneration Special features of an SE Supervisory Board • German Co-Determination Act not applicable to SE, instead agreement on the involvement of employees • More flexibility regardin
Slide 5: E.ON Supervisory Board: Experienced, Diverse and Independent
E.ON Supervisory Board: Experienced, E.ON Delivering Step by Step Supervisory Board and Committee Work Management Remuneration Diverse and Independent 18 Board Members Member of the E.ON Supervisory Board for 9 Shareholder Representatives 14 9 3 Employee 1 Representatives 1 - 5 Years 6 - 10 Years 11
Slide 6: E.ON Supervisory Board Shareholder Representatives
E.ON Supervisory Board E.ON Delivering Step by Step Supervisory Board and Committee Work Management Remuneration Shareholder Representatives Prof. Dr. Ulrich Lehner Andreas Schmitz Deputy Chairman Born 1960, Germany Born 1946, Germany Member since 2016 Member since 2003 Particular expertise in finan
Slide 7: E.ON Supervisory Board Employee Representatives
E.ON Supervisory Board E.ON Delivering Step by Step Supervisory Board and Committee Work Management Remuneration Employee Representatives Clive Broutta Fred Schulz Born 1960, United Kingdom Born 1962, Germany Member since 2014 Member since 2014 Expert in HSE and Sustainability Experience in grid ope
Slide 8: Nomination Process of New Candidates
Nomination Process of New Candidates E.ON Delivering Step by Step Supervisory Board and Committee Work Management Remuneration Step 1 - Define requirement profile Step 2 Step 2 StepStep 3 3 Step 4 Step 4 Skills Diversity Experience Other Nomination committee Supervisory board • Industry • Internatio
Slide 9: Terms of Six Shareholder Representatives end in 2018
Terms of Six Shareholder Representatives E.ON Delivering Step by Step Supervisory Board and Committee Work Management Remuneration end in 2018 2013 2016 2017 2018 2019 2020 2021 Dr. Karl-Ludwig Kley Prof. Dr. Ulrich Lehner Erich Clementi Carolina Dybeck Happe Baroness Denise Kingsmill Andreas Schmit
Slide 10: Efficient Cooperation in Board Committees
Efficient Cooperation in Board Committees E.ON Delivering Step by Step Supervisory Board and Committee Work Management Remuneration Presidial Committee Audit and Risk Committee • Prepares the supervisory board’s personnel decisions and presents • Monitors the accounting process and internal control
Slide 11: High Level of Dedication
High Level of Dedication E.ON Delivering Step by Step Supervisory Board and Committee Work Management Remuneration Supervisory Board Attendance of Supervisory Board and committee meetings Finance and 6 Annual Meetings1 Supervisory Board member Supervisory Board Presidial Audit and Risk Investment No
Slide 12: Efficiency Review to Continuously Improve Supervisory Board Work
Efficiency Review to Continuously Improve E.ON Delivering Step by Step Supervisory Board and Committee Work Management Remuneration Supervisory Board Work • The Supervisory Board conducts an efficiency review of its work on a two year basis, in line with the German Corporate Governance Codex. • All
Slide 13: Remuneration System Closely Aligns Management and Shareholders Interest
Remuneration System Closely Aligns E.ON Delivering Step by Step Supervisory Board and Committee Work Management Remuneration Management and Shareholders Interest • New remuneration system approved by AGM 2016 (91% approval); in place since January 1st, 2017. • Both variable compensation elements wer
Slide 14: The Short-Term Bonus (STI)
The Short-Term Bonus (STI) E.ON Delivering Step by Step Supervisory Board and Committee Work Management Remuneration The STI combines the group’s financial target (EPS) with individual targets. STI – Basic Functionality Target Achievement STI STI x Company Performance Individual Performance = Actual
Slide 15: The Long-Term Incentive (LTI)
The Long-Term Incentive (LTI) E.ON Delivering Step by Step Supervisory Board and Committee Work Management Remuneration The Performance Share Plan is based on the comparison of the relative total shareholder return (TSR) with an industry index. Performance Share Plan – Basic Functionality Target Ach
Slide 16: Key Takeaways
Key Takeaways E.ON Delivering Step by Step Supervisory Board and Committee Work Management Remuneration • The supervisory board actively controls and guides E.ON’s strategic transformation. • E.ON is well positioned to succeed in the new energy world with effective governance structures. • E.ON‘s su
Slide 17: Back up
Back up
Slide 18: Supervisory Board Remuneration
Back up Supervisory Board Remuneration • The Chairman of the Supervisory Board receives fixed compensation of €440,000. • The Deputy Chairmen, €320,000. • Other members of the Supervisory Board receive compensation of €140,000. • The Chairman of the Audit and Risk Committee receives an additional €1
Slide 19: E.ON's Authorized and Conditional capital
Back up E.ON‘s Authorized and Conditional capital with Contribution in Up to 460m EUR subscription cash and / or in (460m shares; max. rights kind ~ 21% of share capital) 460m EUR Authorized (~21% of Capital Contribution in share Up to 20% of share capital without kind capital) subscription righ
Slide 20: CV's of Shareholder Representatives
Back up CV‘s of Shareholder Representatives Dr. Karl-Ludwig Kley Prof. Dr. Ulrich Lehner Erich Clementi Chairman of the Deputy Chairman of the Supervisory Board Supervisory Board Born 1958, Italy Born 1951, Germany Born 1946, Germany Member since 2016 Member since 2016 Member since 2003 In 1982, he
Slide 21: CV's of Shareholder Representatives
Back up CV‘s of Shareholder Representatives Carolina Dybeck Happe Baroness Denise Kingsmill, Andreas Schmitz CBE Born 1972, Sweden Born 1947, New Zealand Born 1960, Germany Member since 2016 Member since 2011 Member since 2016 At the beginning of her career, Ms. Dybeck Happe held At the beginning of
Slide 22: CV's of Shareholder Representatives
Back up CV‘s of Shareholder Representatives Dr. Karen de Segundo Dr. Theo Siegert Ewald Woste Born 1946, Netherlands Born 1947, Germany Born 1960, Germany Member since 2008 Member since 2007 Member since 2016 Dr. de Segundo began her career in 1971 when she joined Dr. Siegert joined Franz Haniel & C
Slide 23: Your E.ON Contacts
Your E.ON Contacts Alexander Karnick T+49 201 184 28 38 Head of Investor Relations alexander.karnick@eon.com Martina Burger T +49 201 184 28 07 Manager Investor Relations martina.burger@eon.com Melanie Osterried T +49 201 184 65 38 Manager Corporate Finance melanie.osterried@eon.com T +49 201 184 28
Slide 24: Financial calendar & important links
Financial calendar & important links Financial calendar March 14, 2018 Annual Report 2017 May 8, 2018 Interim Report I: January – March 2018 May 9, 2018 2018 Annual Shareholders Meeting August 8, 2018 Interim Report II: January – June 2018 November 14, 2018 Interim Report III: January – September 20
Slide 25: Disclaimer
Disclaimer This presentation contains information relating to E.ON Group ("E.ON") that must not be relied upon for any purpose and may not be redistributed, reproduced, published, or passed on to any other person or used in whole or in part for any other purpose. By accessing this document you agree