Corporate Governance at RWE

Responsible and transparent corporate governance is one of the cornerstones of sustained success. Our guiding principle is always the most up-to-date version of the German Corporate Governance Code which was introduced in 2002. In recent years, we have always issued an unconditional statement of compliance. New recommendations were included in the Code in May 2010, and we intend to continue complying with them entirely in the future.

“Corporate governance” defines the responsible and transparent management and monitoring of a company focused on long-term commercial success. RWE allows itself to be judged by this.

We use the recommendations of the German Corporate Governance Code as the main benchmark for this. The Code aims to increase the confidence placed by domestic and international investors, customers, employees and the public in German listed companies.

The complete text of the code as well as further information concerning the code are available at:

www.corporate-governance-code.de/index-e.html

In recent years, we have always issued an unconditional statement of compliance. New recommendations were included in the Code in May 2010: the Commission added various details to the diversity recommendations for management and supervisory board members. In addition, new recommendations were adopted in order to render supervisory boards more professionally qualified.

RWE welcomes the Code‘s new diversity recommendations, but has complied with them only to a limited extent so far. Another recommendation that we did not fully adhere to for a certain time relates to the cap on the number of supervisory board mandates. Additional commentary on the deviations has been provided in the statement of compliance (see below). Otherwise, we comply with all of the recommendations of the current version of the Code and take up its suggestions, with a few exceptions.