VIPsight - May 2010
COMPANIES
Deutsche Telekom no longer listed in the US
At its meeting on 20 April, the Deutsche Telekom board decided after fourteen years on Wall Street to apply to US securities regulator SEC for both delisting of its American Depository Shares (ADS) and de-registration. In explanation the Bonn DAX group said that it wanted to simplify financial reporting processes and cut costs, even though it would in future too produce financial publications in English and comply with corporate-governance standards. Its Investor Relations bureau in New York would continue to exist. The application for delisting is to be filed on 11 June, and can be expected to come into force on 21 June. With Telekom’s withdrawal from Wall Street there are still five DAX groups listed on the New York Stock Exchange: Deutsche Bank, Daimler, Siemens, SAP and Fresenius Medical Care. Eight others have turned their backs on New York in the past three years – most recently insurance giant Allianz.
Commerzbank clears the decks
The Commerzbank AGM on 19 May might be a repeat of the previous year’s. As last year, three small shareholders have put the motion to withdraw confidence from CEO Martin Blessing. Additionally, the trio wants to hold a special audit into the merger with Dresdner Bank. In 2009, both ideas were however rejected by crushing majorities. In a third point in their motion, the small shareholders are calling for the dismissal of Allianz CFO Helmut Perlet from the Commerzbank Supervisory Board.
Commerzbank itself wants to propose an option at the AGM for how the government’s silent contribution could be converted into Commerzbank shares. The bank is proposing to shareholders that they consent to a capital increase of a maximum of 50% of registered capital – the maximum permitted amount. Commerzbank could issue up to 590 million shares, and at present prices raise around 3.7 billion euros. It could then convert part of the government’s silent contribution of 16.4 billion euros into shares. To avoid becoming a majority shareholder, the government would have immediately to pass on these shares to-third party investors. But even this way, paying back the aid would take several years.
In the meantime the bank has denied that, as reported in an article in the weekly Focus, it wanted to hive off its shipping and real-estate financier Commerz Real. The European Union has ruled that as a counterpart for the billions in State aid the institution had to hive off several of its components. In the case of real-estate financier Eurohypo Commerzbank has not yet managed to do so. However, in mid-April Allianz Dresdner Bauspar, taken over from Dresdner Bank, was successfully sold to building-society and insurance group Wüstenrot & Württembergische (W&W) for an estimated €130 million.
The merger of Commerzbank and Dresdner Bank is proceeding in the meantime. By August both Dresdner Bank and Commerzbank branches are to receive the new logo of the merged Commerzbank for display. 400 of the total 1600 branches are to be closed, mostly where they are very close to each other. Intentions are that by 2011 all product ranges and services would be unified and the former Dresdner Bank’s IT systems migrated to the Commerzbank’s systems. In 2010 the merger is claimed to be saving 1.1 billion euros, and from 2013 on 2.5 billion euros annually.
Schaeffler and Continental come together
Last summer the banks gave automotive supplier Schaeffler a loan of 12 billion euros in connection with its takeover of the majority of Hanover car maker Continental, but only on condition that the roller-bearing maker would within one year convert itself into a joint-stock company. Now the Herzogenaurach group has announced that it has secured initial candidates for the Supervisory Board, namely Eckhard Cordes (Metro CEO), Hubertus Erlen (ex CEO of Schering) and Helmut Perlet (ex head of Controlling at Allianz). In a second stage those now appointed could go on to join the supervisory board of the Continental Schaeffler group that would by then be merged.
In the meantime shareholder association Deutsche Schutzvereinigung für Wertpapierbesitz (DSW) has indicated that at Continental’s AGM on 28 April it will vote against confirmation of Rolf Koerfer as a Continental Supervisory Board member. The background is a verdict from Hanover Regional Court suspending Koerfer’s appointment to the Supervisory Board. The grounds were that shareholders had not previously been sufficiently informed over this Schaeffler man’s conflicts of interest. The agenda for the AGM proposes Koerfer’s re-election.
German government acts against corruption in Russia
Only in early April, car maker Daimler acknowledged it was guilty of paying bribes in at least 22 countries ̶ including Russia. In the US, proceedings were terminated, for a payment of $185 million. On the basis of this admission, the Russian Interior Ministry has now embarked on investigations. The focus is on business contacts between Daimler and ministries as well as municipal administrations between 1998 and 2008. Accused employees of the Russian subsidiary had already been dismissed, stated the Moscow media.
At the same time, 50 German companies operating in Russia have formed a pact against corruption, including six DAX groups (Deutsche Bank, Linde, MAN, Mercedes, VW and Siemens) and dozens of small or mid-sized businesses. In the Corporate Ethics Initiative for Business in the Russian Federation, the businesses undertake in future no longer to pay bribes in Russia. They hope this open declaration will send a signal to the Russian side, so that they will stop asking for the money. Russian president Dmitri Medvedev has been fighting corruption in the country since he came into office in 2008.
Daimler to cooperate with Renault and Nissan
In late March carmaker Daimler announced it would in future be cooperating with Renault and Nissan. The alliance, sealed with crisscross holdings, is to apply to the building of both top-range cars, small cars and utility vehicles. Daimler is taking a 3.1% holding each in Renault and Nissan, while the French and Japanese are each taking 1.55% of Daimler. The French government is still involved in Renault at around 15%. Additionally, Renault holds 44% of Nissan. Whereas Daimler hopes the cooperation with Nissan and Renault will generally strengthen its small and mid-sized car business and yield synergies for its Smart small car, in return the Stuttgart luxury carmaker will supply petrol and Diesel engines for Nissan’s top range model Infiniti. Daimler is also interested in Nissan’s skills in the area of batteries for electric cars, specifically Nissan’s electric car Leaf, planned to come on to the market in late 2010. The cooperation, particularly in the small-car and mid-range area, but also on utility vehicles, is initially to cover platforms, engines, gearboxes, parts and industrial processes. Branding, design and sales are – by contrast with Daimler’s failed alliances with Chrysler – to remain independent. To monitor the cooperation, a twelve-man coordinating committee is being set up, and will meet once a month. Once a quarter, Daimler CEO Dieter Zetsche and Renault CEO Carlos Ghosn are to take part in the meeting. In the next five years, on both sides synergies of some 2 billion euros are expected through lower development costs, joint purchasing of parts and higher utilization of assembly and component plants. Only recently, Daimler sold its 5.34% holding in Indian carmaker Tata Motors on the capital markets for some 300 million euros, to balance out losses from its commitments with aerospace group EADS.
Shortly before the carmaker’s AGM on 14 April, it was announced that the State of Kuwait’s investment fund had cut its holding in Daimler from 6.9 to 4.24% in early March. Kuwait has been involved in Daimler since 1974 and sees its involvement as a purely financial commitment, by contrast with the Emirate of Abu Dhabi, which came in early in 2009, holds 9.1% of Daimler and is aiming for a seat on the Supervisory Board. The Kuwait Investment Authority (KIA) stated, however, that after conclusion of this transaction it would go back to its old level of holding again. On 22 April it already announced a holding of 5.33%. Financial Times Deutschland pointed out that many major shareholders lend out part of their holdings in the runup to the AGM for tax reasons. Whether this is the case with KIA remains open.
VW on a takeover course
With 65 million new preference shares, at a price of €65 per share and a yield of €4.1 billion from the issue, carmaker Volkswagen’s recent capital increase on 23 March was the biggest capital measure in Germany for eight years. Previously, only 105 million VW preference shares were circulating. The number of preference shares also changes the share’s weighting in important indexes such as the DAX and STOXX. The German stock exchange will as from 18 June, the next index date, be weighting the security in the Dax up from its present 1.4% to 1.8%. Altogether, before the capital increase some 400 million VW shares were outstanding, a quarter of them preference shares and three quarters ordinary shares. Since however 95% of the ordinary shares are in the hands of major shareholders, investment funds, for instance, can make an investment in Volkwagen only through the preference shares. Even after the capital increase, however, the preference shares have a free float of only 36%.
In the meantime VW has also made its influence at luxury carmaker Porsche manifest in personnel terms. On the Supervisory Board, enlarged to 20 members, five VW representatives have been sent in – including VW CEO Martin Winterkorn, CFO Hans Dieter Pötsch and Francisco Javier García Sanz. However, Wolfgang Porsche remains Supervisory Board chair. His deputy is Works Council Chair Uwe Hück.
At the VW AGM on 22 April a representative of Qatar holding, which come into the company in summer 2009, joined the VW Supervisory Board. Hussain Ali Al-Abdulla, head of Qatar Holding, now represents the new major shareholder that initially came into VW through Porsche’s VW options and is aiming in future at a VW holding of some 20%. At the next AGM in spring 2011, accordingly, another representative, Khalifa al-Kuwari, is to join the Supervisory Board.
In the meantime VW, led by patriarch Ferdinand Piëch, is planning to step up its holding in Munich lorry maker MAN from just 30% to a majority, and merge it with VW’s Swedish subsidiary Scania. MAN shareholders are complaining that Piëch is ignoring their interests in this connection. VW holds 29.9% of MAN, and Piëch managed at the AGM on 1 April, with an attendance figure of 61%, to secure the election of VW subsidiary Audi’s sales director Ulf Berkenhagen onto the MAN Supervisory Board. MAN holds 17% of the votes and 13% of the capital in Scandinavian lorry maker Scania. Together with VW, MAN reaches a voting share of 88% in Scania, and a capital share of 59%. Resistance to Piëch’s merger plans is also rising in the Scandianvian company. Here VW has placed the election of VW production director Jochem Heizmann as Deputy Supervisory Board Chair on the agenda for the AGM, against the will of the two minority shareholders, the Scandinavian fund Swedbank Robur and Alecta, which resigned their posts on the appointment committee as a protest against Piëch’s highhanded action. The two Scandinavian funds are also angry that VW’s move has squeezed well-known small shareholder Staffan Bohman, hitherto Scania’s Supervisory Board vice-chair, out of the company.
Sky enlarges its Supervisory Board
At the AGM on 23 April, Rupert Murdoch’s News Corporation asserted itself to enlarge pay-TV Sky’s Supervisory Board from six members to nine. Among the new members, alongside Chase Carey, is one of Murdoch’s confidants, who additionally has the prospect of taking over the Supervisory Board chair from Markus Tellenbach. Both the enlargement of the Supervisory Board and Carey’s election got over 99% of the votes. News Corporation holds 45.42% of the former Premiere AG.
IVG threatened with special audit
In mid-March, Immobilien-Verwaltung AG had come into the MDAX company IVG, initially at 18.4%. Multimillionaire Johannes Mann, who also holds Mann Immobilien, the retail chain Wertkauf and Mann Mobilia-Möbelhäuser, had taken over the shares of Solidas 3 SA, former partners in Privatbank Sal. Oppenheim. Mann has since raised his involvement in retail specialist IVG to 20.75%. In early April Mann also announced that in the coming twelve months he would be buying more shares. Analysts are now speculating on a takeover of IVG by Mann or other investors.
In the meantime, Blacksmith is pressing for the appointment of a special auditor and a special representative at IVG. The auditor would look into possible breaches of obligations by IVG Supervisory Board members and former personally liable partners in Sal. Oppenheim Matthias Graf von Krockow and Detlef Bierbaum, in connection with legal transactions between IVG and Sal. Oppenheim. A suppementary motion by the hedge fund to this effect for the AGM on 20 May has reached the real-estate group, as can be seen from a compulsory disclosure.
Beisheim cuts participation in Metro
Otto Beisheim has reduced his holding in Metro from 13.3% to 10.09%, as the Düsseldorf trading group writes on its web page. This level of involvement is “strategically meaningful and sufficient,” said Beisheim in October 2009. In autumn last year, the major shareholder (originally he held 18.5%) already placed 5.2% of his shares on the market. Additionally, hedging transactions were concluded, in connection with which he could sell a further 3.1% of the shares at a later date to the hedge provider, whose identity however remains unknown to the public.
BaFin starts investigations at Wirecard
According to a statement by a BaFin spokeswoman, the authority is to look into “clues to market manipulation in shares” at Wirecard. Earlier, the share in the electronic payment solutions provider had fallen by around 30%. The Internet service gomopa had reported that Wirecard was involved in US investigations on money laundering in connection with on-line gambling.
Major raid at Deutsche Bank and RWE
On 28 April a major raid was made, in which, according to FAZ, in Germany alone over a thousand investigators searched offices and private residences of 150 people from 50 companies, looking for major tax evasion on trading in emission certificates. According to FAZ, among those searched were offices of Deutsche Bank, through accounts at which the bulk of the transactions was allegedly processed, as well as of RWE. Those investigated are accused of a so-called “VAT roundabout”, in which fake transactions across borders are processed, and allegedly-paid VAT declared to revenue offices. In the Europe-wide action, which FAZ says took place simultaneously also in Belgium, Finland, Norway, the Netherlands, Portugal, Cyprus and the Czech Republic, the figure for the damage amounted in Germany alone to €180 million. Deutsche Bank says, according to FAZ, that the charges against its employees can be refuted.
BMW and SGL Carbon to build an electric car
In October 2009 carmaker BMW and carbon specialist SGL Carbon set up a joint venture. In a second stage, the two parties are now to set up a 100-million-dollar plant in the State of Washington, USA, which is as from 2011 to produce carbon fibres for BMW’s electric car Megacity Vehicle. This vehicle, specially designed for large cities, is to be assembled in Leipzig from the parts produced in the US. The central figure behind the cooperation is Susanne Klatten, with her holding company Skion. She holds 12.55% of the BMW shares, and a further 22.25% in SGL Carbon.
Buhlmann’s Corner
Unthinkable, but true
There is a Krupp Group, which took over the once much more stable Thyssen Group, formed the ThyssenKrupp unit and is led by a 96-year-old patriarch. Repeatedly, candidates for a successor came under the spotlight. The decision was in favour of a clear pecking order with Cromme at the top. To make the reshuffle possible, the German Corporate Governance Code had to be twisted in such a way as to allow more than one former board member on a code-compliant Supervisory Board. The Commission showed consideration, and allowed two old board members onto the Supervisory Board without a “cooling-off” period, to watch over old deeds and their progress.
How is a (new) director of the Foundation, without the wherewithal, now to be secured power in-house? By anchoring in the statutes a multiple co-decision right for Supervisory Board appointments and a multiplicity of voting rights. The dream of one day readjusting the statutes cherished by important shareholders – whoever had persuaded them – was not shared by VIP. This Cromme foundation equipped with a right of secondment is more realistic: unlimited power with limited capital investment.
From time to time positions must be filled anew, if only for biological reasons. What could be more comfortable than to have in-house candidates to select from? While they are busy with themselves, the leader and strategist can look out for unthinkable solutions, and even be paid for searching for power plants. Truly unthinkable, one might think – but you shouldn’t ...
At the end came the day when the Supervisory Board chairman of two historically very friendly related companies, viz. Siemens and Thyssen Krupp, took two decisions, one with one hat on and one with the other. At Siemens, the nominee, Dr. Heinrich Hiesinger, was shown the door by Chairman Cromme, and at ThyssenKrupp the red carpet was rolled out, also by Cromme, for Hiesinger as candidate for the position of Supervisory Board Chair. More conflict of interest is difficult to imagine, otherwise this variant would have been added to the Code.
Mr. Müller, what are you to do now? In at least one of the personnel decisions, Cromme should have left the decision to a deputy. It remains to be seen how the Supervisory Board (under Cromme) will treat the conflict of interest in the next report.
ACTIONS CORNER
The FSA has slapped a fine of £595,000 (around €690,000) on Commerzbank for errors in trade reports. The bank’s London subsidiary has to pay the authority the administrative fine for having in the past two years, despite repeated warnings, complied with its reporting duty on securities transactions erroneously or not at all, stated the FSA on 27 April. The British stock-exchange regulator wants to use the data to crack down on such things as market abuse or insider trading. The bank is said to have hampered these checks.
In a trial that started in early April in New York, Deutsche Bank employee Jon-Paul Rorech and hedge-fund manager Renato Negrin are answering charges of insider trading. Rorech allegedly passed price-relevant information to Negrin, who on the basis of these tips made profits of 1.2 million dollars, alleges US securities regulator SEC.
On 19 April Deutsche Bank came to an arrangement with former IR head Wolfram Schmitt and former head of security services for continental Europe Rafael Schenz to terminate their employment by mutual agreement. The bank dismissed these two employees because it accused them of being responsible for spying on critical shareholder Michael Bohndorf, who is said to have connections to Leo Kirch.
The media taycoon has however ended his eight years vendetta by failing definitively with his complaint against Rolf-E. Breuer of offences. In an unappealable decision, the Court threw out as inadmissible the Kirch camp’s attempt to force public prosecutors to prefer criminal charges.
Hungary’s financial-market regulator PSZÁF has condemned Deutsche Bank to a fine of 90 million forint (around €340.000) for controversial currency transactions. Allegedly, the bank’s targeted speculation against the Hungarian forint in October 2008 contributed to the currency’s rapid decline, which brought Hungary to the verge of collapse.
In the Siemens bribery trial, Munich Regional Court on 20 April condemned two former managers of the DAX group to the already announced probation periods, following their full confessions. Michael Kutschenreuter, former head of the telecoms finance sector, got two years’ probation and a €160,000 fine. Kutschenreuter’s former accountant got 18 months’ probation and has to pay four social institutions a total of €40,000 as a condition of probation. Investigations of ex CFO Neubürger and ex director Ganswindt are still going on. Siemens is demanding €15 million from Neubürger and €5 million from Ganswindt.
The class action against future Porsche subsidiary VW started by Elliott, Glenhill and GCM Little Harbor in federal court in Manhattan has now been joined by 18 other funds. According to the suit, ex CEO Wendelin Wiedeking caused the plaintiffs some 2 billion dollars in damages through untransparent share transactions. The plaintiffs allege inter alia that Wiedeking was still claiming in talks with the funds in October 2008 that he did not wish to go over the threshold of 75% of VW shares. That meant Porsche was deliberately deceiving the funds. According to Handelsblatt, Porsche says the suit is without merit because “we always complied with capital-market law in force.”
AGM Dates
in April
| Company | Event | Date | Time | Place | Address | Published on |
| DAX | ||||||
| Deutsche Bank AG | ord.AGM | 5/27/10 | 10:00 | 60327 Frankfurt am Main | Ludwig-Erhard-Anlage 1, Festhalle, Messe Frankfurt | 04.07.10 |
| The Agenda for the ordinary AGM of Deutsche Bank AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. Deutsche Bank AG earned balance-sheet profits of €793.41m last business year. Of the profits, €465.64m is to be paid out as dividend and €327.77m carried forward to a new account. The company is again to be authorized to purchase its own shares and use them, possibly excluding shareholders’ subscription and tendering rights. The remuneration system for board members is to be approved. Additionally, several charter amendments are to be decided. Furthermore, the company is to be authorized to issue option and convertible bonds. For this, conditional capital of €230.4m is to be kept available. Assent to amendment of control and profit-transfer agreements is to be decided. Assent to conclusion of new control and profit-transfer agreements is also to be secured. | ||||||
| Deutsche Börse AG | ord.AGM | 5/27/10 | 10:00 | 65929 Frankfurt | Pfaffenwiese, Jahrhunderthalle Frankfurt | 04.08.10 |
| The Agenda for the ordinary AGM of Deutsche Börse AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. Deutsche Börse AG earned balance-sheet profits of €400.0m last business year. Of the profits, €390.48m is to be paid out as dividend and €9.52m allocated to reserves. The remuneration system for board members is to be approved. The existing Authorized Capital is to be replaced by a new one of €14.8m (Authorized Capital II). a new Authorized Capital of up to €19.5m is to be created (Authorized Capital III). The company is again to be authorized to purchase its own shares and use them, possibly excluding shareholders’ subscription and tendering rights. Assent to a control and profit-transfer agreement between Deutsche Börse Aktiengesellschaft and Clearstream Banking Aktiengesellschaft is to be secured. Additionally, several charter amendments are to be decided. | ||||||
| Commerzbank AG | ord.AGM | 5/19/10 | 10:00 | 65929 Frankfurt am Main Höchst | Pfaffenwiese, Jahrhunderthalle Frankfurt | 3/31/10 |
| The Agenda for the ordinary AGM of Commerzbank AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. The remuneration system for board members is to be approved. The company is again to be authorized to purchase its own shares and use them. The existing Authorized Capitals 2009/I, 2009/II and 2006/III are to be cancelled. An Authorized Capital 2010 of up to €1.54m is to be created. Additionally, the company is again to be authorized to issue option and convertible bonds. For this, a new conditional capital of €270.0m is to be kept available. A resolution granting the financial-market stabilization fund a conversion right and creating conditional capital 2010/II of up to €335.67m is also to be taken. Additionally, several charter amendments are to be decided. At the request of shareholders Richard Mayer, Heide Spichale-Lackner and Dr. Winfried Lubos, pursuant to §§ 122(2), 124(1) AktG the agenda for the ordinary AGM on 19 May 2010 will have the following item added for decision: Confidence should be withdrawn from the board. New elections to the Supervisory Board should be held, Dr. Perlet should be dismissed from the Supervisory Board. Special audits should be ordered. At the request of shareholders Riebeck-Brauerei von 1862 AG and Dr. Winfried Lubos, agenda item 15 for the AGM is published: the appointment of special auditors to audit management procedures in connection with the behaviour of the board and Supervisory Board in the purchase of Dresdner Bank AG should be decided. | ||||||
| Bayerische Motoren Werke AG | ord.AGM | 5/18/10 | 10:00 | 80809 München | Coubertinplatz, Olympiapark | 3/30/10 |
| The Agenda for the ordinary AGM of Bayerische Motoren Werke AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. Bayerische Motoren Werke AG earned balance-sheet profits of €197.19m last business year. The profits are to be fully paid out as dividend. Elections to the Supervisory Board are to be held. The remuneration system for board members is to be approved. Assent to amendment of several profit-transfer agreements is to be decided. Additionally, several charter amendments are to be decided. | ||||||
| Fresenius SE | ord.AGM | 05.12.10 | 10:00 | 60327 Frankfurt am Main | Ludwig-Erhard-Anlage 1, Congress Center Messe Frankfurt | 04.01.10 |
| The Agenda for the ordinary AGM of Fresenius SE starts with the usual items, like presentation of annual accounts and discharge to the company bodies. Fresenius SE earned balance-sheet profits of €121,84m last business year. Of the profits, €121.79m is to be paid out as dividend and €0.05m carried forward to a new account. The remuneration system for board members is to be approved. A resolution changing the company's legal form to a share-limited partnership, to be joined by Fresenius Management SE, is to be taken. Elections to the Supervisory Board are to be held. | ||||||
| K+S AG | ord.AGM | 05.11.10 | 10:00 | 34119 Kassel | Friedrich-Ebert-Straße 152 | 3/25/10 |
| The Agenda for the ordinary AGM of K+S AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. K+S AG earned balance-sheet profits of €46.15m last business year. Of the profits, €38.28m is to be paid out as dividend and €7.87m carried forward to a new account. A resolution approving the remuneration system for board members is to be taken. Elections to the Supervisory Board are to be held. Additionally, the company is again to be authorized to issue option and convertible bonds. For this, a new conditional capital of €19.14m is to be kept available. The existing Authorized Capital is to be replaced by a new one of €19.14m. The company is again to be authorized to purchase its own shares and use them, possibly excluding shareholders’ subscription and tendering rights. | ||||||
| Fresenius Medical Care AG & Co. KGaA | ord.AGM | 05.11.10 | 10:00 | 60327 Frankfurt am Main | Ludwig-Erhard-Anlage 1, Congress-Center Messe Frankfurt | 3/26/10 |
| The Agenda for the ordinary AGM of Fresenius Medical Care AG & Co. KGaA starts with the usual items, like presentation of annual accounts and discharge to the company bodies. Fresenius Medical Care AG & Co. KGaA earned balance-sheet profits of €748.59m last business year. Of the profits, €182,86m is to be paid out as dividend and €565,74m carried forward to a new account. A resolution on the remuneration system for board members of the personally liable partner is to be approved. Additionally, several charter amendments are to be decided. Furthermore, the company is to be authorized to issue option and convertible bonds. For this, conditional capital of €230.4m is to be kept available. The existing Authorized Capital I is to be replaced by a new one of €35.0m. The existing Authorized Capital II is to be replaced by a new one of €25.0m. Additionally, several charter amendments are to be decided. | ||||||
| MDAX | ||||||
| Fraport AG Frankfurt Airport Services Worldwide | ord.AGM | 06.02.10 | 10:00 | 65929 Frankfurt am Main | Pfaffenwiese, Jahrhunderthalle | 4/19/10 |
| The Agenda for the ordinary AGM of Fraport AG Frankfurt Airport Services Worldwide starts with the usual items, like presentation of annual accounts and discharge to the company bodies. Fraport AG Frankfurt Airport Services Worldwide earned balance-sheet profits of €106.24m last business year. Of the profits, €105,55m is to be paid out as dividend and €0,69m carried forward to a new account. The company is again to be authorized to purchase its own shares and use them, possibly excluding shareholders’ subscription and tendering rights. The remuneration system for board members is to be approved. Additionally, several charter amendments are to be decided. . | ||||||
| LANXESS AG | ord.AGM | 5/28/10 | 10:00 | 50679 Köln | Willy-Brandt-Platz 1 | 4/13/10 |
| The Agenda for the ordinary AGM of LANXESS AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. LANXESS AG earned balance-sheet profits of €106.15m last business year. Of the profits, €41.6m is to be paid out as dividend and €64,55m carried forward to a new account. The remuneration system for board members is to be approved. Elections to the Supervisory Board are to be held. The company is again to be authorized to purchase its own shares and use them, possibly excluding shareholders’ subscription and tendering rights. An Authorized Capital II of up to €16,64m is to be created. Additionally, several charter amendments are to be decided. | ||||||
| Klöckner & Co SE | ord.AGM | 5/26/10 | 10:30 | 40474 Düsseldorf | Stockumer Kirchstr. 61, CCD Ost | 4/15/10 |
| The Agenda for the ordinary AGM of Klöckner & Co SE starts with the usual items, like presentation of annual accounts and discharge to the company bodies. The profits of €17.7m are to be fully allocated to other reserves. The company is again to be authorized to purchase its own shares and use them, possibly excluding shareholders’ subscription and tendering rights. Additionally, the company is again to be authorized to issue option and convertible bonds. For this, a new conditional capital of €33.25m is to be kept available. Existing conditional capitals are to be adjusted to the increase in registered capital carried out. A new Authorized Capital of up to €83.13m is to be created. The suspension of exemption from individual disclosure of executive emoluments is to be cancelled. Additionally, several charter amendments are to be decided. Assent to a control and profit-transfer agreement with Becker Besitz GmbH is to be secured. | ||||||
| Praktiker Bau- und Heimwerkermärkte Holding AG | ord.AGM | 5/21/10 | 10:00 | 66111 Saarbrücken | Hafenstr. 12, Congreshalle | 04.01.10 |
| The Agenda for the ordinary AGM of Praktiker Bau- und Heimwerkermärkte Holding AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. Praktiker Bau- und Heimwerkermärkte Holding AG earned balance-sheet profits of €11.91m last business year. Of the profits, €5.8m is to be paid out as dividend, €6.0m allocated to reserves and €0.11m carried forward to a new account. The remuneration system for board members is to be approved. The company is again to be authorized to purchase its own shares and use them, possibly excluding shareholders’ subscription and tendering rights. The existing Authorized Capital is to be replaced by a new one of €25.0m. Furthermore, the company is to be authorized to issue option and convertible bonds. For this, a new Conditional Capital of €29.0m is to be kept available. Additionally, several charter amendments are to be decided. Assent to amendment of control and profit-transfer agreements is to be secured. | ||||||
| WACKER CHEMIE AG | ord.AGM | 5/21/10 | 10:00 | 81829 München | Am Messesee 6, ICM | 04.06.10 |
| The Agenda for the ordinary AGM of WACKER CHEMIE AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. WACKER CHEMIE AG earned balance-sheet profits of €533.41m last business year. Of the profits, €59.61m is to be paid out as dividend and €473.8m carried forward to a new account. The company is again to be authorized to purchase its own shares and use them, possibly excluding shareholders’ subscription and tendering rights. Additionally, several charter amendments are to be decided. | ||||||
| ElringKlinger AG | ord.AGM | 5/21/10 | 10:00 | 70174 Stuttgart | Berliner Platz 1-3, Liederhalle Stuttgart | 04.07.10 |
| The Agenda for the ordinary AGM of ElringKlinger AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. The balance-sheet profits of €11.52m are to be paid out in full as dividend. The remuneration system for board members is to be approved. Elections to the Supervisory Board are to be held. The Supervisory Board is in future to consist of 12 members. The company is again to be authorized to purchase its own shares and use them, possibly excluding shareholders’ subscription and tendering rights. The existing Authorized Capital is to be replaced by a new one of €28.8m. Additionally, several charter amendments are to be decided. | ||||||
| MLP AG | ord.AGM | 5/20/10 | 10:00 | 68161 Mannheim | Rosengartenplatz 2, Congress Center | 04.06.10 |
| The Agenda for the ordinary AGM of MLP AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. MLP AG earned balance-sheet profits of €27.58m last business year. Of the profits, €26.97m is to be paid out as dividend and €0.61m carried forward to a new account. A resolution approving the remuneration system for board members is to be taken. The company is again to be authorized to purchase its own shares and use them, possibly excluding shareholders’ subscription and tendering rights. The existing Authorized Capital is to be replaced by a new one of €22.0m. Additionally, several charter amendments are to be decided. Supervisory Board pay is to be adjusted. | ||||||
| IVG Immobilien AG | ord.AGM | 5/20/10 | 10:00 | 53175 Bonn | Godesberger Allee, Maritim Hotel | 04.06.10 |
| The Agenda for the ordinary AGM of IVG Immobilien AG AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. Elections to the Supervisory Board are to be held. The remuneration system for board members is to be approved. The existing Authorized Capital II is to be replaced by a new one of €10.0m. Furthermore, the company is again to be authorized to issue option and convertible bonds. For this, a new conditional capital of €30.0m is to be kept available. The company is again to be authorized to purchase its own shares and use them, possibly excluding shareholders’ subscription and tendering rights. The object of business is to be updated. Supervisory Board pay is to be adjusted. Additionally, several charter amendments are to be decided. | ||||||
| Vossloh AG | ord.AGM | 5/19/10 | 10:00 | 40474 Düsseldorf | Stockumer Kirchstraße 61 | 04.01.10 |
| The Agenda for the ordinary AGM of Vossloh AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. Vossloh AG earned balance-sheet profits of €33.6m last business year. Of the profits, €26.64m is to be paid out as dividend and €6.96m carried forward to a new account. The company is again to be authorized to purchase its own shares and use them, possibly excluding shareholders’ subscription and tendering rights. Furthermore, the company is again to be authorized to issue option and convertible bonds. For this, a new conditional capital of €3.78m is to be kept available. Additionally, several charter amendments are to be decided. Conclusion of a control and profit-transfer agreement between Vossloh Rail Services GmbH and Vossloh Aktiengesellschaft is to be decided. Amendment of a control and profit-transfer agreement with Vossloh Locomotives GmbH is also to be decided. | ||||||
| Aareal Bank AG | ord.AGM | 5/19/10 | 10:30 | 65189 Wiesbaden | Rheinstraße 20, Rhein-Main-Hallen | 04.06.10 |
| The Agenda for the ordinary AGM of Aareal Bank AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. The balance-sheet profits of €2.0m are to be fully allocated to other reserves. The company is again to be authorized to purchase its own shares and use them, possibly excluding shareholders’ subscription and tendering rights. The existing Authorized Capital is to be replaced by a new one of €64.13m. Furthermore, the company is again to be authorized to issue option and convertible bonds. For this, a new conditional capital of €30.0m is to be kept available. Elections to the Supervisory Board are to be held. The remuneration system for board members is to be approved. Additionally, several charter amendments are to be decided. | ||||||
| Tognum AG | ord.AGM | 5/18/10 | 10:00 | 88045 Friedrichshafen | Olgastraße 20, Graf-Zeppelin-Haus | 04.06.10 |
| The Agenda for the ordinary AGM of Tognum AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. Tognum AG earned balance-sheet profits of €158.14m last business year. Of the profits, €49.98m is to be paid out as dividend and €112.16m carried forward to a new account. The company is again to be authorized to purchase its own shares and use them, possibly excluding shareholders’ subscription and tendering rights. Additionally, several charter amendments are to be decided. The existing Authorized Capital is to be replaced by a new one of €48.66m. Supervisory Board pay is to be adjusted. Elections to the Supervisory Board are to be held. | ||||||
| GILDEMEISTER AG | ord.AGM | 5/14/10 | 10:00 | 33602 Bielefeld | Willy-Brandt-Platz 1, Stadthalle | 3/31/10 |
| The Agenda for the ordinary AGM of GILDEMEISTER AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. GILDEMEISTER AG earned balance-sheet profits of €6.46m last business year. Of the profits, €4.56m is to be paid out as dividend and €1.91m carried forward to a new account. The company is again to be authorized to purchase its own shares and use them, possibly excluding shareholders’ subscription and tendering rights. The remuneration system for board members is to be approved. The object of business is to be updated. The existing Authorized Capital is to be replaced by a new one of €59.26m. Elections to the Supervisory Board are to be held. Additionally, several charter amendments are to be decided. | ||||||
| Rheinmetall AG | ord.AGM | 05.11.10 | 10:00 | 10785 Berlin | Stauffenbergstraße 26, MARITIM Hotel | 3/29/10 |
| The Agenda for the ordinary AGM of Rheinmetall AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. Rheinmetall AG earned balance-sheet profits of €11.5m last business year. Of the profits, €11.46m is to be paid out as dividend and €0.04m allocated to reserves. The company is again to be authorized to purchase its own shares and use them, possibly excluding shareholders’ subscription and tendering rights. Authorized Capital of up to €50.0m is to be created. Furthermore, the company is again to be authorized to issue option and convertible bonds. For this, a new conditional capital of €20.0m is to be kept available. Additionally, several charter amendments are to be decided. | ||||||
| Symrise AG | ord.AGM | 05.11.10 | 10:00 | 60316 Frankfurt am Main | Bernhard-Grzimek-allee 1, Palais im Zoo | 3/30/10 |
| The Agenda for the ordinary AGM of Symrise AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. Symrise AG earned balance-sheet profits of €119.28m last business year. Of the profits, €59.09m is to be paid out as dividend and €60.2m carried forward to a new account. Elections to the Supervisory Board are to be held. Additionally, several charter amendments are to be decided. The company is again to be authorized to purchase its own shares and use them, possibly excluding shareholders’ subscription and tendering rights. The existing Authorized Capital is to be replaced by a new one of €59.0m. The remuneration system for board members is to be approved. | ||||||
| HOCHTIEF AG | ord.AGM | 05.11.10 | 10:30 | 45131 Essen | Norbertstraße congress Center Essen, Eingang West | 3/30/10 |
| The Agenda for the ordinary AGM of HOCHTIEF AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. HOCHTIEF AG earned balance-sheet profits of €105.0m last business year. Of the profits, €99.82m is to be paid out as dividend and €5.18m carried forward to a new account. The remuneration system for board members is to be approved. The company is again to be authorized to purchase its own shares and use them, possibly excluding shareholders’ subscription and tendering rights. | ||||||
| TecDAX | ||||||
| JENOPTIK AG | ord.AGM | 06.09.10 | 11:00 | 99423 Weimar | UNESCO-Platz 1, congress centrum neue weimarhalle | 4/27/10 |
| The Agenda for the ordinary AGM of JENOPTIK AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. The company is again to be authorized to purchase its own shares and use them, possibly excluding shareholders’ subscription and tendering rights. The existing Authorized Capital is to be replaced by a new one of €13.53m. The object of business is to be updated. Additionally, several charter amendments are to be decided. | ||||||
| United Internet AG | ord.AGM | 06.02.10 | 11:00 | 60313 Frankfurt am Main | Opernplatz 1, Alte Oper | 4/20/10 |
| The Agenda for the ordinary AGM of United Internet AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. United Internet AG earned balance-sheet profits of €91.83m last business year. Of the profits, €90.0m is to be paid out as dividend and €1.83m carried forward to a new account. Elections to the Supervisory Board are to be held. Supervisory Board pay is to be adjusted. Additionally, several charter amendments are to be decided. The company is again to be authorized to purchase its own shares and use them, possibly excluding shareholders’ subscription and tendering rights. The 2003 and 2005 Conditional Capitals are to be cancelled. Furthermore, the company is again to be authorized to issue option and convertible bonds. For this, a new conditional capital 2010 of €80.0m is to be kept available. | ||||||
| SINGULUS TECHNOLOGIES AG | ord.AGM | 06.02.10 | 10:30 | 60311 Frankfurt am Main | Junghofstr. 11, Hermann-Josef-Abs-Saal | 4/23/10 |
| The Agenda for the ordinary AGM of SINGULUS TECHNOLOGIES AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. The existing Authorized Capitals 2007/III and 2008/I are to be replaced by a new one of €12.32m. Conditional capital I of 06 November 1997 is to be cancelled. Furthermore, the company is again to be authorized to issue option and convertible bonds. For this, a new conditional capital is to be kept available. Additionally, several charter amendments are to be decided. | ||||||
| Drillisch AG | ord.AGM | 5/28/10 | 10:00 | 60313 Frankfurt am Main | Börsenplatz 4, IHK | 4/16/10 |
| The Agenda for the ordinary AGM of Drillisch AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. Drillisch AG earned balance-sheet profits of €75.61m last business year. Of the profits, €15.96m is to be paid out as dividend and €59.66m carried forward to a new account. The company is again to be authorized to purchase its own shares and use them, possibly excluding shareholders’ subscription and tendering rights. A resolution authorizing purchase of own shares using derivatives is also to be taken. Elections to the Supervisory Board are to be held. Supervisory Board pay is to be adjusted. Additionally, several charter amendments are to be decided. | ||||||
| SMA Solar Technology AG | ord.AGM | 5/27/10 | 10:00 | 34119 Kassel | Friedrich-Ebert-Straße 152, Kongress Palais Kassel | 4/14/10 |
| The Agenda for the ordinary AGM of SMA Solar Technology AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. SMA Solar Technology AG earned balance-sheet profits of €224.29m last business year. Of the profits, €45.11m is to be paid out as dividend and €179.18m carried forward to a new account. Additionally, several charter amendments are to be decided. Elections to the Supervisory Board are to be held. The resolution on non-disclosure of executive remuneration is to be cancelled. The remuneration system for board members is to be approved. The company is to be authorized to purchase its own shares and use them, possibly excluding shareholders’ subscription and tendering rights. | ||||||
| Software AG | ord.AGM | 5/21/10 | 10:00 | 64283 Darmstadt | Schlossgraben 1, darmstadtium | 04.09.10 |
| The Agenda for the ordinary AGM of Software AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. Software AG earned balance-sheet profits of €321.72m last business year. Of the profits, €32.55m is to be paid out as dividend, €0.1m allocated to reserves and €289.06m carried forward to a new account. Additionally, several charter amendments are to be decided. Elections to the Supervisory Board are to be held. The remuneration system for board members is to be approved. Furthermore, the company is again to be authorized to issue option and convertible bonds. For this, a new conditional capital of €18.0m is to be kept available. A resolution authorizing creation of conditional capital of up to €0.75m to service the option and conversion rights granted by IDS Scheer AG in preparation for the merger with IDS Scheer AG is also to be taken. The company is again to be authorized to purchase its own shares and use them, possibly excluding shareholders’ subscription and tendering rights. Supervisory Board pay is to be adjusted. | ||||||
| MorphoSys AG | ord.AGM | 5/21/10 | 10:30 | 80636 München | Lazarettstr. 33, Hanns-Seidel-Stiftung | 04.09.10 |
| The Agenda for the ordinary AGM of MorphoSys AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. The remuneration system for board members is to be approved. The company is to be authorized to purchase its own shares and use them, possibly excluding shareholders’ subscription and tendering rights. Additionally, several charter amendments are to be decided. The existing Conditional Capital 2003-II is to be reduced to €0.82m. Supervisory Board pay is to be adjusted. | ||||||
| Roth & Rau AG | ord.AGM | 5/21/10 | 11:00 | 09337 Hohenstein-Ernstthal | Lechenstr. 14, Presse- und Informationszentrum | 04.12.10 |
| The Agenda for the ordinary AGM of Roth & Rau AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. The balance-sheet profits of €6.0m are to be fully carried forward to a new account. The remuneration system for board members is to be approved. The existing Authorized Capital I is to be replaced by a new one of €1.62m. The existing Authorized Capital II is to be replaced by a new one of €3.24m. Furthermore, the company is again to be authorized to issue option and convertible bonds. For this, conditional capital of €3.24m is to be kept available. The company is again to be authorized to purchase its own shares and use them, possibly excluding shareholders’ subscription and tendering rights. Additionally, several charter amendments are to be decided. | ||||||
| Pfeiffer Vacuum Technology AG | ord.AGM | 5/20/10 | 14:00 | 35578 Wetzlar | Brühlsbachstr. 2B, Stadthalle | 04.01.10 |
| The Agenda for the ordinary AGM of Pfeiffer Vacuum Technology AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. Pfeiffer Vacuum Technology AG earned balance-sheet profits of €53.47m last business year. Of the profits, €20.86m is to be paid out as dividend and €32.61m carried forward to a new account. The company is again to be authorized to purchase its own shares and use them, possibly excluding shareholders’ subscription and tendering rights. The existing Authorized Capital is to be replaced by a new one of €11.25m. Elections to the Supervisory Board are to be held. Additionally, several charter amendments are to be decided. | ||||||
| SolarWorld AG | ord.AGM | 5/20/10 | 11:00 | 53113 Bonn | Platz der Vereinten Nationen 2 | 04.01.10 |
| The Agenda for the ordinary AGM of SolarWorld AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. SolarWorld AG earned balance-sheet profits of €107.44m last business year. Of the profits, €17.88m is to be paid out as dividend and €89.56m allocated to reserves. The remuneration system for board members is to be approved. The company is again to be authorized to purchase its own shares and use them, possibly excluding shareholders’ subscription and tendering rights. The existing Authorized Capitals I, II, III and IV to be replaced by a new one of €55.86m. Additionally, several charter amendments are to be decided. | ||||||
| QSC AG | ord.AGM | 5/20/10 | 10:00 | 50667 Köln | Martinstraße 29-37 | 04.09.10 |
| The Agenda for the ordinary AGM of QSC AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. The company is again to be authorized to purchase its own shares and use them, possibly excluding shareholders’ subscription and tendering rights. Furthermore, the company is again to be authorized to issue option and convertible bonds. For this, Conditional Capital IV of €25.0m is to be kept available. The existing Authorized Capital is to be replaced by a new one of €65.0m. Conclusion of two profit-transfer agreements with subsidiaries is to be decided. The remuneration system for board members is to be approved. | ||||||
| AIXTRON AG | ord.AGM | 5/18/10 | 10:00 | 52062 Aachen | Monheimsallee 48, Eurogress Aachen | 3/31/10 |
| The Agenda for the ordinary AGM of AIXTRON AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. AIXTRON AG earned balance-sheet profits of €42.46m last business year. Of the profits, €15.1m is to be paid out as dividend and €27.36m carried forward to a new account. The remuneration system for board members is to be approved. The company is again to be authorized to purchase its own shares and use them, possibly excluding shareholders’ subscription and tendering rights. The existing Authorized Capital of 18 May 05, agenda item 5c, is to be replaced by a new one of €40.27m (Authorized Capital I). The existing Authorized Capital of 18 May 05, agenda item 6, is to be replaced by a new one of €10.07m (Authorized Capital II). Furthermore, the company is to be authorized to issue option and convertible bonds. For this, a new conditional capital of €40.27m is to be kept available. Additionally, several charter amendments are to be decided. The company is to be transformed into a Societas Europaea, SE. For the SE, a Supervisory Board is to be appointed. | ||||||
| MediGene AG | ord.AGM | 05.11.10 | 11:00 | 81669 München | Hochstraße 3, Holiday Inn Munich | 3/30/10 |
| The Agenda for the ordinary AGM of MediGene AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. The remuneration system for board members is to be approved. Elections to the Supervisory Board are to be held. The existing Authorized Capital is to be replaced by a new one of €18.07m. Furthermore, the company is again to be authorized to issue option and convertible bonds. For this, a new conditional capital XXI of €11.0m is to be kept available. Additionally, several charter amendments are to be decided. | ||||||
Politics
EU wants uniform processing of securities transactions
By 2013 the Europe-wide uniform processing of securities transactions was to be in place. In mid-April the European Central Bank (ECB) stated that this timetable for the “Target2Securities” (T2S) programme could not be kept to. According to the ideas of the ECB and the EU Commission, the fragmented landscape for processing in Europe, with specialized companies working nationally, is to be simplified and the cross-border processing of securities transactions made cheaper. Target2Securities is another building block in the integration of financial structures in Europe. In the existing Target System, the ECB and national central banks are already operating a system that handles payments in the billions every day.
Germany Fund to be extended?
In March last year the German government set up the so-called Germany Fund to secure money provision to the economy in the financial crisis. The instrument was supposed to expire at the year’s end, but now Economics Minister Rainer Brüderle (FDP) has come out with a demand to convert the Fund into a source of promotion money for innovative firms. So far, out of the €115 billion in the Germany Fund, guarantees and credits amounting to only 10% of that, i.e. €11.5 billion, have been asked for. The business promotion bank KfW has in this connection approved loans to the value of €6.8 billion for operating resources and issued blanket loans to banks totalling 3 billion euros. Some 9,000 businesses have been given guarantees to a value of 4.66 billion euros. Half the money went to benefit small and mid-sized businesses. Resistance is emerging to the idea of conversion to an innovation fund, meaning extension.
MiFID to be improved
Two and a half years ago the MiFID (Markets in Financial Instruments Directive) came into force. The directive’s effectiveness in bringing more transparency on the share market, which was meant to lead to a Europe-wide harmonized securities market, still leaves something to be desired. While credit institutions must inform their customers as to prices and commissions when selling investment products, most banks are still having their orders carried out on a stock exchange, without – as required – exploring the truly most favourable alternative for their customers. Shareholder associations like the European Federation of Investors (EFI) are complaining that trading fees have gone down only for professional investors like investment banks, but not for normal investors. While it is true that competition among Europe’s stock exchanges has intensified and alternative trading platforms (Multilateral Trading Facilities, MTF) are competing with the established ones, they are in the main used by professionals. Additionally, Europe, by contrast with the USA, lacked an index of prices in various trading places, said the objections. To allow better prices particularly for private investors too, the EU Commission is now looking into the set of regulations. Germany’s Federal Institution for Financial Services Oversight (BaFin) recently sent out a questionnaire on this. Brussels wants to extend the information duty for commissions and possible conflicts of interests also to insurance policies, funds and certificates.
BaFin and Bundesbank allegedly block information
In March, the Hessen Administrative Court of Justice ruled on appeal that Germany’s Federal Institution for Financial Services Oversight (BaFin) must under the Freedom of Information Act give a plaintiff documents to inspect. To date, private persons have a right under the Act to inspect information concerning them stored with authorities. The umbrella body of German banking associations, the Central Credit Committee (ZKA), has now called for the embodiment in the Freedom of Information Act of a rule making an exception for financial oversight. “If credit institutions have to fear information being passed to third parties under certain circumstances, the existing form of cooperation between financial oversight and the institutions covered can no longer be guaranteed,” warned the Committee. Already last year, on CSU initiative, a proposed amendment to the Act went through the Bundesrat. The Bundestag did not follow suit.
Banking association wants to rescue all banks
The Federal Association of German Banks (BdB) put out a keynote paper in late March specifying the rescue of systemically relevant financial institutions. The object was stated as being to create machinery to bring about an ordered departure from the market by economically unsuccessful enterprises of importance to the financial system as a whole (too big or too interconnected to fail). Against the background of the facts that an institution’s importance to the system cannot be defined statistically and in the past institutions of various sizes have failed, the association is calling in its paper for a new set of regulations that should apply to all institutions in the financial sector – private banks, savings banks, cooperative banks and insurance companies. Banking oversight should be strengthened in this connection, and able to give consideration to ways of restructuring in the event of business difficulties, transient or not. On the basis of emergency plans, the authority should be able to form a picture of the situation rapidly. If the institution’s own restructuring does not yield success, in a second stage a procedure would be introduced by the authority. System-relevant parts of the institution ought then to be hived off into a “good bank”. If in a crisis situation no purchaser is found for this, the parts may alternatively be hived off into a “bridge bank”, to be headed by an experienced manager backed by the financial-market stabilization institution. In order to reduce the burden on taxpayers, the BdB wishes in future to involve creditors more in restructuring. In crisis situations these are in future to convert debt into equity holdings (Debt-Equity Swaps). The parts of a crisis institution that cannot be saved would then be wound down in ordinary insolvency proceedings. Here the oversight authority’s role in appointing a bankruptcy administrator should be strengthened. There have been strong criticisms of the keynote paper from the FDP. The liberals’ bankruptcy expert Christian Ahrendt complained that there were no statements about how the fund contemplated was to be fed in a crisis situation. The “black-yellow” (Christian Democrat plus Liberal) government wishes to submit a bill on the rescue of system-relevant institutions itself by mid-year.
People
Henning Kagermann is to join the Supervisory Board of Bayerische Motoren Werke. He has been proposed as replacement for the departing Jürgen Strube, as the invitation to the Munich carmaker’s AGM on 18 May shows. Kagermann is already a Supervisory Board member at Deutsche Bank, Deutsche Post and Munich Re.
In a supplementary request Schaeffler-Holding has again put up the name of Rolf Koerfer for a vote at the Continental AGM on 28 April, although he recently came under public criticism because of conflicts of interest. With 83.1% attendance, Koerfer was elected with 82.8% of the votes. Shareholder associations had announced massive protest in the run-up to the meeting.
A significant proportion of Gerresheimer shareholders has proposed electing Axel Herberg to the Supervisory Board. The AGM on 29 April is to approve the CEO’s move to the Supervisory Board of the Düsseldorf firm as per 1 September. There, he would take over the post of Douglas E. Rogers, the last remaining representative of former partner Blackstone.
Martin Kohlhaussen is now to leave the HOCHTIEF Supervisory Board after all. He would resign at the end of the AGM on 11 May, stated the construction group on 26 March. Actually, the current Supervisory Board chair wanted only to resign from chairmanship of the Supervisory Board. He is to be replaced on the Supervisory Board by Manfred Wennemer (62), ex CEO of Continental.
Mann-Immobilien Verwaltung AG is seconding two representatives to the IVG ImmobilienKlaus R. Müller and Mann Immobilien-Verwaltung GmbH director Wolfgang Herr, who both represent the interests of new major shareholder Johannes Mann, are to replace departing Supervisory Board members Eckart John von Freyend and Matthias Graf von Krockow. Former DZ-Bank CEO Bernd Thiemann, who inter alia chairs the Supervisory Board of struggling Hypo Real Estate, is proposing Friedrich Merz for the group’s Supervisory Board. While the appointments of former IVG CEO von Freyend and ex CDU politician Merz end at the end of the AGM, former Sal. Oppenheim CEO Graf von Krockow resigned with effect from 30 April. Detlef Bierbaum, till 2008 personally liable partner at Sal. Oppenheim, remains Supervisory Board chair even after the private bank’s departure. Sal. Oppenheim, now sold to Deutsche Bank, had sold its IVG holding of 18.4% to the Karlsruhe businessman in March. Supervisory Board. This emerges from the invitation to the Bonn real estate group’s AGM on 20 May. Legal officer
Q-Cells has appointed a new CFO. As the TECDAX company stated on 29 April, the Supervisory Board appointed Marion Helmes to the post with effect from 1 July. At the solar-cell maker, Helmes succeeds Nedim Cen, who since March succeeded Anton Milner as CEO and has since been provisionally holding the CFO spot too.
Angelika Dammann is to become labour director on the SAP board, succeeding personnel head Erwin Gunst, who left because of illness. The software group has so far refused an official statement. According to Siemens director Barbara Kux, the former Unilever manageress would be the second woman on the board of a DAX group.
Tognum has regulated the succession to Volker Heuer ahead of time. In September 2011 Joachim Coers, currently CFO, is to move up to replace him as CEO, as the group stated in Friedrichshafen following a Supervisory Board meeting on 12 April. The Supervisory Board was thus meeting the wishes of the 57-year-old manager by extending his contract by one year only.
Campus
Nine DAX AGMs online for shareholders
The new ARUG (Act implementing the Shareholder Directive) gives companies the chance to learn their shareholders’ names and be able to contact them by e-mail. Online distribution of invitations to general meetings (AGMs) is not just simpler but also cheaper. Daimler, for instance, is calling shareholders to assent by the end of June to receiving future invitations to AGMs by email, with a prize lottery as a sweetener. For this year’s AGM, 4,500 Daimler shareholders have already printed out their invitation cards at home. The new ARUG also lets shareholders access the AGM event online. However, as a survey by Börse Online and Financial Times Deutschland (FTD) shows, the online AGM still largely remains a one-way street. For instance, while the board speeches and the general discussion can be accessed, the opportunity to join in the debate or put questions online largely remains music of the future. Companies are hesitant particularly because they fear challenges to AGM resolutions. Here the rules state unambiguously that if an Internet connection fails during online voting, it will be at the shareholder’s expense, as long as the company has previously checked the connection. For 2010 nine of the 30 DAX groups are offering their shareholders the complete AGM online. And at MAN, RWE, SAP, ThyssenKrupp and VW access is also open to non-shareholders.
IVOX complains of CG shortcomings in the MDax
Independent proxy voting agency IVOX reckons the MDAX has a lot to catch up on as regards transparency or implementing corporate governance (CG). For instance, only ten of the 50 companies were disclosing information on the careers of their Supervisory Board members. References to former board members on the Supervisory Board were as a rule not there. Only two of the MDAX groups disclosed who took part in Supervisory Board and committee meetings. 14 companies gave no indications on the CEO’s pay. But pay levels are hardly an issue here. And the holding of multiple posts, as in the DAX, occurs fairly rarely. 21 of the 50 MDAX groups were rated as having “considerable shortcomings” in CG.
Investigators are looking for sustainability
32% of investors, according to a Forsa representative survey of 500 financial decision-makers commissioned by Union Investment, find sustainable investment attractive. Among 20- to 29-year-olds the proportion was even 45%. And 63% of investors are even prepared to accept a lower yield for the sake of a sustainable commitment where economic and social aspects are also taken into account.
KPMG helps with sustainability reporting
The accounting and consultancy firm KPMG has published a “Handbook on sustainability reporting 2008/09”. The study, 76 pages long, finds that reporting on sustainability is becoming increasingly established among the hundred firms with the highest turnovers. The companies take advantage of it to portray their performance as a whole, identify financial advantages, enhance innovative power and meet shareholders’ information needs. The ideal is to grow economically while offering future generations the same ecological and social opportunities and possibilities as exist today. However, to date there is no uniform, world-wide definitive format or framework for the sustainability topics there is a duty to report on. All the same, the majority of companies are showing a systematic, integrative approach, putting together strategy, portrayal of sustainability performance and structured stakeholder commitment. Among important topics are corporate governance, responsibility throughout the supply chain, effects of climate change and sustainability on the capital market.
Supervisory boards cannot delegate liability
A Chief Compliance Officer at a listed company as a rule has the job of preventing legal violations from being committed from within the company. This meant, as Hans Richter, senior prosecutor with the Stuttgart specialized prosecution service, explained at a DAI seminar on “Professionalization of Supervisory Boards – liability, diversity and female quota”, that the compliance officer had the position of a State guarantor, pursuant to §13 of the Criminal Code (StGB), reducing the board’s liability. The Supervisory Board’s liability remained unaffected. The pattern chosen by Siemens of attaching a Chief Audit Officer directly to the Supervisory Board – with no board authority over him – left board liability unaffected, but in no way meant that the Supervisory Board’s liability was diluted: “For Supervisory Boards, delegating this responsibility is not possible.”
Too few photos of Supervisory Board members
In its March survey, geschäftsberichte-portal, Germany’s biggest database for business reports of listed companies, focused on the theme of photographs. It found that in current business reports the board was shown in individual photos in 42.86% of cases, and in 35.71% with a group photo against a neutral background. Only 7.41% showed the board as a group against a specific background. By contrast, the members of Supervisory Boards were less present photographically. In one third of cases there were no photos of them at all, while in 58.33% the Supervisory Board chair was shown in an individual portrait. In 8.33% of cases there was a group photo of the Supervisory Board.
Additionally, geschäftsberichte-portal asked about the attitude towards graphs in the business report. 8.33% indicated there were no graphs in the current business report and none were planned in future. A further 16.67% had no graphs currently, but would incorporate some in the report in future. In 75% of cases graphic presentations are already contained in the present business report.
Women lawyers call for higher proportion of women
The German Association of Women Lawyers (DJB) is pushing for a higher quota for women on company bodies at over 70 AGMs of major companies. Uta Behrens and Susanne Weßler-Hoth want to hear from board and Supervisory Board members why the proportion of women among owner-side Supervisory Board appointees and in leading positions has scarcely risen. At ThyssenKrupp, Siemens, Porsche, Infineon and also at Merck, they have already made use of their right as shareholders to information. Federal Minister for the Family Kristina Schröder is planning in this connection initially to use public rankings to “put the companies under pressure”.
Fund on environment themes demanded
According to a survey by Swiss asset manager Pictet, sustainable funds are rising strongly again. The fund companies surveyed want to build up investments in sustainable real estate by 30%, in sustainable share funds by 20% and in sustainable money-market funds by 3%. All of these are, however, outranked by environment-theme funds, where a rise of 43% is expected.
Capital News
On the model of its dialysis subsidiary Fresenius Medical Care, Fresenius wants to convert its preference shares to ordinary ones and also change its legal form to a partnership limited by shares. That would simplify the capital structure and increase liquidity, explained the company. In this new set-up, the Else Kröner-Fresenius Foundation would act as personally liable partner, as long as it held more than 10% of the capital in the medical technology and clinics company. The AGM on 12 May is to approve the measures.
MTU Aero Engines Holding failed at its AGM to secure the motion to extend authorized capital II by up to €20.8 million by the year 2015. This capital increase would correspond to 40% of the current subscribed capital. Shareholder subscription rights were to be excluded on up to 20% of the registered capital in a later capital increase, in order to gain flexibility in takeovers. The vote resulted in only 67.97% assent, instead of the requisite ¾ majority. The aero-engine maker is planning to present an adjusted proposal next year.
United Internet is setting up a further share buyback program immediately after conclusion of the last one. The telecommunications provider wants to buy a further 4.8 million shares on the exchange, corresponding to 2% of the registered capital. Between 14 January and 19 April 5 million shares were already bought back. That means the current program has run out, as was stated in an ad hoc disclosure. The relevant AGM resolution allows the purchase of up to 10% of the registered capital by 25 November. Currently the Internet group holds 15,190,846 of its own shares, corresponding to 6.33%.
Director's Dealings
in April
VIPsight Shareholder ID
April 2010
VIPsight Shareholder ID <click here>
Investor Information:
Your IR contacts in the Prime
Gerresheimer produces high-quality specialty products made of glass and plastic, primarily for the pharma & life science industry, and in almost all its fields of business ranks today among the global market leaders. In addition to specific primary containers for a wide variety of substances and medicines, its product and service portfolio comprises complex drug delivery systems.
Business volume 08/09: € 1,000.2m Current number of shares; 31,400,000
Operating profit 08/09: € 60.4m Current free float: 53 percent
Segment: MDAX
IR Contact: Anke Linnartz, This email address is being protected from spambots. You need JavaScript enabled to view it.
Phone: +49 211 61 81-00, Fax: +49 211 61 81-121
Benrather Straße 18-20, D-40213 Düsseldorf, Germany
QSC AG is a nationwide telecommunications provider with its own broadband network, offering businesses of all sizes a comprehensive portfolio of high-quality broadband communication options. Its range goes from complete enterprise networks (VPNs) to provision of integrated voice and data services.
Business volume 2008: € 413.3m Current number of shares; 136,998,137
Profit 2008: € 0.77m Current free float: 47 percent
Segment: TECDAX
IR Contact: Arne Thull, This email address is being protected from spambots. You need JavaScript enabled to view it.
Phone: +49 221 6698-114, Fax: +49 221 6698-009
Mathias-Brüggen-Straße 55, D-50829 Köln, Germany
DEAG Deutsche Entertainment AG is one of the leading live entertainment providers in Europe, and Europe’s biggest classical music promoter. DEAG’S 360° approach is supplemented by its own label, DEAG music, and its involvement in Ticketmaster Deutschland. The company operates chiefly in Germany, Switzerland and Britain.
Business volume 2008: € 109.45m Current number of shares; 12,388,983
Operating profit 2008: € 10.12m Current free float: 49.98 percent
Segment: CDAX, PRIME ALL, CLASSIC ALL SHARE
IR Contact: Axel Mülhaus, This email address is being protected from spambots. You need JavaScript enabled to view it.
Phone: +49-69-905505-50, Fax: +49-69-905505-77
Zeißelstr. 19, D-60318 Frankfurt, Germany
The Schaltbau group is one of the leading suppliers of components and systems for transportation technology and the investment goods industry, providing door systems for buses and trains, brakes for container cranes, power supply devices and components for rail vehicles, as well as complete level crossing systems.
Business volume 2009: € 269.8m Current number of shares; 1,871,668
Operating profit 2009: € 20.3m Current free float: 72 percent
Segment: PRIME STANDARD
IR Contact: Wolfdieter Bloch, This email address is being protected from spambots. You need JavaScript enabled to view it.
Phone: +49- 89-93005-209, Fax: +49- 89-93005-318
Hollerithstraße 5, D-81829 München, Germany
SÜSS MicroTec is one of the international leading suppliers of equipment and process solutions for microstructuring applications in the chip, MEMS and LED industries. SÜSS MicroTec’s high-precision lithography, bonding and cleaning systems provide a comprehensive portfolio of processes for many applications in research and development as well as in manufacturing.
Business volume 2009: € 103.9m Current number of shares; 17,019,126
Operating profit 2009: € 2.8m Current free float: 70 percent
Segment: PRIME STANDARD
IR Contact: Julia Hartmann, This email address is being protected from spambots. You need JavaScript enabled to view it.
Phone: +49-89-32007-161, Fax: +49-89-32007-336
Schleißheimer Str. 90, D-85478 Garching b. München, Germany
Vita 34 is Germany’s oldest and biggest bank for umbilical-cord blood for personal health precaution. In its years of experience with stem cells from umbilical-cord blood the company has developed and been the first to use many innovative processes. Vita 34 is working to ensure that storage of stem-cell-rich umbilical-cord blood becomes better known, and in the medium term even standard.
Business volume 2008: € 14.96m Current number of shares; 2,646,500
Operating profit 2008: - € 1.71m Current free float: 48.5 percent
Segment: CDAX, PRIME ALL SHARE, TECHNOLOGY ALL SHARE
IR Contact: Axel Mülhaus, This email address is being protected from spambots. You need JavaScript enabled to view it.
Phone: +49-69-905505-50, Fax: +49-69-905505-77
Zeißelstr. 19, D-60318 Frankfurt, Germany
Events Diary
12 May 2010 Transparenzpflichten im Wandel [Changing transparency obligations]
organizer: Deutsches Aktien-Institut; place: Hessischer Hof, Frankfurt am Main; cost: €900 (non-members); info: 069 929 15-0
17 May through 21 May 2010 Global Business Week
organizer: Maleki Group; cost: €375; info: www.malekigroup.com
18 May 2010 NPL Forum 2010: Problemkredite – Outsourcing – Kredittransaktionen [Problem loans – Outsourcing – Credit Transactions]
Konferenz der Frankfurt School of Finance & Management; place: Frankfurt School, Frankfurt am Main, Sonnemannstraße 9-11; cost: €395; info: 069 154008-646
19 May 2010 CFS-Colloquium Wiederaufbau der Finanzmärkte [reconstructing the financial markets]
organizer: CF; place: Frankfurter Innenstadt; cost: none; info: Isabelle Penther 069 798 30050
20 May 2010 Rieck, Prof. Christian: Strategisch denken in der Finanzbranche [strategic thinking in the financial sector] CFS Training Seminars, cost: € 490, info: 069798-3350 4
31 May 2010 Matters, Conrad: Anlegeranomalien erkennen und ausnutzen [recognizing and exploiting investor anomalies]
CFS Training Seminars, cost: € 490, info: 069798-3350 4
Reading suggestions
Breuer, Wolfgang, Gürtler, Marc, Schuhmacher, Frank, Portfoliomanagement I
2nd ed., Gabler Verlag, 469 pp, €44.95, ISBN 978-3-8349-2130-7
This book forms the first part of a two-volume work on portfolio management. Vol. I focuses on the conceptual foundations of portfolio selection by investors, portfolio selection based on arbitrage considerations and in particular, portfolio optimization in the Markowitz presentation. In addition to the vivid presentation of all concepts using consistent numerical examples, in particular the concrete possibilities of practical application of the various approaches are explained.
Gerner, Thomas, Denken und Handeln an Finanzmärkten
Gabler Verlag, 363 pp, €46.95, ISBN 978-3-8349-1732-4
The principles of investing and wealth creation are easy to write down, but the larger context needs to be understood. The author has interviewed twelve successful and simultaneously very different investors. Each interview runs differently, and illuminates some other point. They all share a deep interest in understanding the world. Anyone who has read this book will see that there are many routes to the destination. The interviewees include Jens Ehrhardt, Felix Zulauf and Christoph Metzger.
Hannich, Günther, Die kommende Euro-Katastrophe
FinanzBuch Verlag, 208 pp, €24.9, ISBN 978-3-89879-509-8
The critic of the monetary system describes fictional scenarios of its collapse, and explains why the currency not only does not contribute to the solution of tensions in the euro area, but also even causes political and economic harm.
Hardtke, Arnd, Kleinfeld, Annette, Gesellschaftliche Verantwortung von Unternehmen
Gabler Verlag, 388 pp, €49.95, ISBN 978-3-8349-0806-3.
The team of authors takes up the central themes of CSR thinking, puts concrete implementing proposals forward and gives an outlook on future developments. Particularly readers from the entrepreneurial middle class will learn how they can effectively and efficiently implement social responsibility in their everyday business. Best-practice examples from leading companies graphically demonstrate advanced solutions and concepts for success.
Hilpold, Claus, Kaiser, Dieter G., Innovative Investmentstrategien
Gabler Verlag, 268 pp, €59.95, ISBN 978-3-8349-1982-3
The book describes in exacting detail the most important innovative investment techniques. This is supplemented by detailed examples from the field of trade. Hilpold is CEO and founder of POLARIS Investment Advisory in Zurich and Kaiser is Director of Investment Management at Feri Institutional Advisors in Bad Homburg.
Schulz, Dietmar (ed.), Restrukturierungspraxis
Schäffer-Poeschel Verlag, 296 pp, €59.95, ISBN 978-3-7910-2935-1
Restructurings in liquidity crises in essence concern the financing in being. This book gives an overview of the key issues in bankruptcy law and the various alternative actions, and illustrates typical reorganization and restructuring measures using case studies.
Vogel, Henrik, Ashauer-Moll, Ellen, Steueroasen
Gabler Verlag, 208 pp, €44.95, ISBN 978-3-8349-1720-1
There are no real tax havens any more. Illegal investments, evading the Revenue, are becoming ever more risky, given the increasing international cooperation, and are therefore not a valid model for the future. The approved alternative is legalization and repatriation of illicit assets abroad. The book is particularly useful to tax consultants in practical implementation, informing about legal risks and warning of potential pitfalls. A worthwhile investment for bankers and private investors too. Attorney Vogel (LL.M.) and tax consultant Ellen Ashauer-Moll work for Rödl & Partner.