Corporate Governance

Statement of Compliance

Statement of compliance in accordance with Sec. 161 of the German Stock Corporation Act

After an orderly audit, the Executive Board and the Supervisory Board of RWE Aktiengesellschaft issue the following declaration of compliance:

“RWE Aktiengesellschaft has been fully in compliance with the recommendations of the Government Commission German Corporate Governance Code (GCGC) published by the Federal Ministry of Justice in the official section of the German Federal Gazette (Bundesanzeiger) on April 24, 2017 since the last declaration on December 15, 2016 and its update dated September 21, 2018 with the exception of the recommendation contained in item 4.2.3 paragraph 2, sentence 8 of the GCGC. Said departure was disclosed and explained by the Company in the update dated September 21, 2018. The Company seeks to fully comply with the recommendations in the future again.

Pursuant to item 4.2.3 paragraph 2, sentence 8 of the GCGC retroactive changes to the performance targets or comparison parameters used in determining the Executive Board’s remuneration shall be excluded. On September 21, 2018 the Company’s Supervisory Board resolved that the performance targets for company bonus (as part of the one-year variable compensation) for fiscal year 2018 and for tranche 2018 and 2019 of the Strategic Performance Plan (SPP) should be adjusted retroactively. Against the background of the asset swap between RWE and E.ON such an adjustment was necessary and required by stock corporation law: The present performance targets (adjusted EBIT for company bonus and adjusted net income for the SPP) were based on plans for the RWE Group. This also included innogy SE as fully consolidated subsidiary in which RWE Aktiengesellschaft holds 76.8 %. The majority stake in innogy shall be transferred to E.ON in the course of the asset swap. This caused a change inRWE`s reporting in 2018. The parts of innogy which shall be transferred to E.ON in the course of the transaction, primarily grid-anddistribution business, will be recorded and balanced in the company`s balance sheet as Discontinued Operations until the transfer is effected. Therefore, the required performance targets will not be available to measure the achievement regarding the company bonus and the SPP starting fiscal year 2018. Henceforth, the performance measurement will be based on RWE’s figures which include innogy – deviating from the International Financial Reporting Standards (IFRS) – as a pure financial investment (so-called RWE stand-alone-figures, for further information see also page 60 of the RWE 2017 Annual Report).”

Essen, 12 December 2018

RWE Aktiengesellschaft

On behalf of the Supervisory Board
Dr. Werner Brandt

On behalf of the Executive Board
Dr. Rolf Martin Schmitz
Dr. Markus Krebber

 

Former declarations

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