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The Supervisory Board has five committees. Their members are listed in the chapter Supervisory Board Committees. These committees are mainly charged with preparing issues and resolutions of the Supervisory Board meetings. In certain cases, they exert decision-making powers conferred on them by the Supervisory Board. The Supervisory Board is informed in detail of the work done by the committees by their chairmen.
The Executive Committee convened two ordinary and four extraordinary meetings in the 2008 financial year. It discussed material investment projects and–in cases where issues were urgent and their treatment could not be postponed until the next Supervisory Board meeting–it passed the required resolutions of approval. In addition, it did preparatory work for the Supervisory Board debates. The main subjects of the committee’s preparations were the 2007 financial statements of RWE Aktiengesellschaft and the Group, the dividend payout policy, the company’s strategic orientation, and the budget for 2009.
The Audit Committee convened four times in 2008. It discussed the quarterly reports, the half-year financial statements and the annual financial statements at length and prepared the award of the audit contract to the independent auditor. A substantial amount of time was dedicated to discussing the findings of the audits conducted by Internal Auditing and the audit planning for 2008, with due regard to the determination of the focal points of the audit. The Audit Committee discussed the half-year and quarterly reports with the Executive Board and the independent auditor prior to their publication. It also debated the compliance framework within the RWE Group as well as the progress and interim results of the compliance audit within the RWE Group. Moreover, the Audit Committee monitored the progress and results of the sample audit conducted by DPR. The Committee concerned itself with the transfer of additional assets of Group companies to RWE Pensionstreuhand e.V. and RWE Pensionsfonds Glossary AG. The Audit Committee was informed by the Executive Board of the precautionary measures taken in connection with the financial crisis, preparations for the implementation of the impending law for the modernization of accounting and the accounting treatment of RWE Supply & Trading GmbH’s trading activities. The independent auditor was present at all of the meetings, participated in some of the debates, and reported on the audit and/or the audit-like review of the quarterly financial reports, the half-year financial statements and the annual financial statements.
The Personnel Affairs Committee held three meetings. Debates primarily addressed the compensation system and the amount of remuneration paid to members of the Executive Board. Furthermore, the Committee prepared the Supervisory Board’s personnel-related decisions.
In the financial year that just ended, there was no reason to convene the Mediation Committee, which complies with Sec. 27, Para. 3 of the German Co-Determination Act.
The same applies to the Nomination Committee, which was established in 2007.
