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Corporate Governance – portrayed in the individual cultural and legal framework, from the standpoint of equity capital.

VIPsight is a dynamic photo archive, sorted by nations and dates, by and for those interested in CG from all over the world.

VIPsight offers, every month:
transparent and independent current information / comments / facts and figures on corporate governance locally and internationally,

  • written by local CG experts,
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VIPsight International


Buhlmann's Corner


Are we sure that there are always two sides?

Generally speaking, and as long as we stay within the bounds of how votes are cast in AGMs worldwide, there are two sides to choose from, that of ISS (International Shareholder Service) on the one hand and the proposals of GL (GlassLewis) on the other. That said, there are certain situations in which the two sides come alarmingly close.

Airbus sells ten or so aircraft and in return agrees to plough back approximately double the turnover in the client’s country. When this bizarre soupe du jour was being concocted in the perfidious kitchens of Parisian officialdom, nobody batted an eyelid. One does wonder, however what will keep the Supervisory Board on a sufficiently short leash  if not the entente of equality between the two founding countries.

The two mammoth German energy producers, E.ON and RWE, took six years to fall in line with the notorious Energiewende (energy transition requirements), devised overnight at the end of 2010. So far, nobody (nobody? really?) has come forward claiming full or partial compensation for confiscation. Legally speaking, compensation may be granted for loss of worth. In the case of RWE, the board of management disagreed on who should do what and, following the tenets of free love for all, the chair of the Supervisory Board kept the conflict under wraps.

At this juncture in the proceedings, however, the problem of  auditor impartiality, arises even for holdings of less than 77% which is when the situation deteriorated and a result of 100 Million Euros sent shockwaves through the system.

Luckily, things went better for E.ON, at least up to the point when to everyone’s surprise Uniper, E.ON’s sister company was not divested but taken from an elderly mother (E.ON)  and given to a younger one (Fortum). We are, however at a loss as to the 30% acquisitions premium and the upcoming generation who will be entrusted with the ups and downs of other peoples’ wealth..

Once upon a time Rockefeller invented petrol. Today his wealth is in good company in one of the biggest state funds that grew on oil and gas. Both invest their money but no longer in the CO2  business. They have withdrawn from positions of power and influence in the management of oil and gas and deprive these industries use of their assets.

Double moral standards and bilateral conduct, a policy emulated by our very own Grand old Deutsche Bank in its bid to have part of its asset management quoted and thence sold while still  keeping control of it.The new shareholders would have very little say and so, in order to keep the wheels turning the boss of the new and old DWS Vermögensverwaltung – Nicolas Moreau –management board member of the parent and the subsidiary company kept on a very loose leash-

Werner Brandt’s whistling can be heard approaching, a sign that he’s trying to loosen the same knots in the RWE spin off. Some say he’s doing it to get himself elected to the Supervisory Board of Siemens  which through Gerhard Cromme is basking in a financial  reappraisal.

The question remains whether, instead of only two sides, it mightn’t be a bad idea to upscale to a third way not unlike the ideas that young people propose when forms of government come up for discussion One of these third ways is called activism, and increasing numbers of activist shareholders are coming forward to fill the power vacuum. The number of their attacks in the US has risen 20% over the last five years and two new campaigns are being launched every day. Step by step the trend is making itself felt in Europe, sometimes via other regions.

The main drawback lies in their proposals and initiatives  being a lot less creative or rooted in accountability than would be desirable. They call for change at the top and strategies that produce instant results. Analysis and responsibiity, such as the universal right to vote during AGMs are a long way down the list of priorities.

The motion is approved; there are two sides to everything, just remember to keep both feet on the one side.


It always seems impossible until it’s done (Nelson Mandela)