VIPsight - December 2012
COMPANIES
Pension provisions in the billions
The German DAX companies have had to increase their pension reserves in the balance sheet in the third quarter. The reason is the continued low-interest-rate environment, decreasing the discount rate by which the often distant future liabilities are discounted. In large companies with the highest pension obligations, the additional reservations required range inthe billions.
|
Company |
Cash |
Provisions for pensions |
Cash and cash equivalents compared to last year |
Pension provisions in the previous year |
Share of pension provisions to total assets |
|
ThyssenKrupp AG |
4,625.00 |
8,072.00 |
3,275.00 |
851 |
22.30% |
|
Deutsche Lufthansa AG |
1,173.00 |
4,022.00 |
-1,663.00 |
-110 |
20.90% |
|
Bayer AG |
3,523.00 |
7,174.00 |
-76 |
955 |
19.50% |
|
Continental AG |
1,273.80 |
1,298.00 |
159.2 |
-59.5 |
12.30% |
|
RWE AG |
1,431.00 |
11,997.00 |
-95 |
144 |
11.10% |
|
Volkswagen AG |
7,963.00 |
14,003.00 |
-2,258.00 |
1,370.00 |
10.50% |
|
Altana AG |
469.473 |
358.342 |
152.811 |
76.504 |
9.90% |
|
Schering AG |
776 |
595 |
-9 |
-300 |
9.70% |
|
Linde AG |
906 |
1,122.00 |
342 |
103 |
9.00% |
|
MAN AG |
1,019.00 |
1,185.00 |
415 |
-531 |
8.50% |
|
TUI AG |
599.2 |
1,293.60 |
118.1 |
231.3 |
8.40% |
|
DaimlerChrysler AG |
7,711.00 |
15,482.00 |
-71 |
1,559.00 |
7.70% |
|
Henkel KGaA |
1,212.00 |
1,061.00 |
-483 |
-1,157.00 |
7.60% |
|
BMW AG |
1,621.00 |
5,255.00 |
-507 |
1,031.00 |
7.00% |
|
E.ON AG |
15,119.00 |
8,720.00 |
3,103.00 |
131 |
6.90% |
|
Siemens AG |
8,121.00 |
4,917.00 |
-4,069.00 |
525 |
5.70% |
|
BASF AG |
1,090.80 |
1,546.60 |
-1,199.70 |
-2,577.50 |
4.30% |
|
Infineon Technologies AG |
1,148.00 |
436 |
540 |
59 |
4.20% |
|
Deutsche Telekom AG |
4,975.00 |
4,596.00 |
-3,030.00 |
387 |
3.60% |
|
Metro AG |
1,767.00 |
995 |
-340 |
-11 |
3.50% |
|
Deutsche Post AG |
2,084.00 |
5,780.00 |
-2,761.00 |
-102 |
3.40% |
|
Adidas-Salomon AG |
1,524.92 |
147.925 |
1,328.92 |
19.249 |
2.60% |
|
SAP AG |
3,213.57 |
183.619 |
17.03 |
43.929 |
2.00% |
|
Fresenius Medical Care AG & Co. KGaA |
71.84 |
91.789 |
22.048 |
0.487 |
1.40% |
|
in millions of euros |
|
|
|
|
|
Buhlmann's Corner
“Can a Company sin?”
Yes, the theologian Justin Welby responds in his doctoral thesis. In his position as 105th Archbishop of Canterbury, it is his task to crown the British king or queen, and with this view he is on the governmental Commission which is to take the (British) financial industry under the microscope.
Whether the question of sin also concerns crowned heads, or whether he also attributes sinful behaviour to government leaders, is not revealed. Nor is there any evident reason why one should take only the financial world as the target here – that financial world that has just been removed from the national regulators, to monitor under the leadership of the European Central Bank what they had not managed to themselves.
Is it a sin if a company like ACS buys another company like Hochtief – only so as to prettify the consolidated figures and then sit down to dine on the fleshpots of the 55% subsidiary?
Is it a sin if between yesterday and today a company invests its total market value in cash items, with the result that the investment can still not be sold written down to half – as at ThyssenKrupp? Where the directors are first kept, after costly reports, and then fired after equally costly reports, and compensation, by those who previously hired them, then advised and accompanied them, and now look down on them from the heights of power, quite surprised?
Is it a sin if Daimler shareholders’ money is used to pursue national objectives and tasks, only for the EADS shares then to be offered to those unwilling to pay any premium to the owners for this trusteeship service?
Is investment banking really a sin for banks, but investment banking at BASF, which has bought up so much bio in the last few weeks and months it will be soon the market leader, is not? The swapping of gas trading for bio looks more like a flagship model for private equity – although the owners have only a single point of codecision....
Nobody has a greater say in all this than through the door to the trading floor, and nobody expects the owner to assume a responsibility either for or against in all this. The distance between ownership – in the sense of the beneficial owner – and responsibility has on the one hand become so long and on the other so opaque that it is hardly surprising if no one knows that he has to go to the Archbishop of Canterbury to confess. Who is the sinner and who is the henchman – no, in the new language the service provider, whose service consists only in acknowledging responsibility which otherwise no one wishes to exercise?
There’s something else – German Supervisory Board members are now, after their fees were racked up in the Code Commission for years “because of the liability,” to be discharged of it – and in virtue of a coming law they have to be trained. This is done out of the coffers of the company – i.e. the shareholders. And you can be sure that tomorrow’s reports (on the joint liability of those members) will then say: actually they should be liable, but the instructor is sinful and is guilty. Canterbury is in the Anglican Church – in the Catholic Church 1000 years ago (from 500 to the 16th century) , there was a trade in indulgences regulated in penitential books – was that a different thing from today’s practice of reports and service providers?
ACTIONS CORNER
E.ON has to pay a fine of 38 million euros for damaging an EU seal in connection with antitrust investigations by the European Commission. That was the decision of the European Court of Justice in Luxembourg. The judges rejected a complaint by the DAX Group against the fine. E.ON employees are said to have damaged a seal with which the Brussels competition authorities had secured records in the Munich branch of the company in May 2006. The utility was suspected of having colluded illegally with competitors. Investigators had stored the files as possible evidence in a company space and closed it with the seals.
The out-of-court settlement of a dispute in the United States ongoing since October 2008 has cost KRONES dearly. In it the bottling-plant manufacturer agreed to payments of about 110 million U.S. dollars to various plaintiffs, plus $15 million to the U.S. Treasury as part of the stayed investigation. The entire procedure burdened KRONES with around $100 million net (before taxes). The yield will not, however, be affected by the agreement, since the company has made adequate provisions. Only one plaintiff is still arguing about legal fees.
AGM Dates
| Company | Event | Date | Time | Place | Address | Published on |
| MDAX | ||||||
| Deutsche Wohnen AG |
extrao. GM | 04.12.2012 | 10:30 | 60311 Frankfurt am Main | Taunustor 2, im Japan Center, Taunustor Conference-Center | 24.10.2012 |
| The Agenda for the extraordinary GM of Deutsche Wohnen AG starts with a resolution on the creation of an Authorized Capital of €73.07m (Authorized Capital 2012/II), with the possibility of excluding subscription rights. The existing Authorized Capital is to be cancelled. The board is to be authorized, with the assent of the Supervisory Board, to increase the Company's registered capital in the period up to 3 December 2017 by up to €73.07m once or several times by issuing up to 73,071,429 new bearer shares for cash and/or contriibutions in kind (Authorized Capital 2012/II). Additionally, several charter amendments are to be decided.. | ||||||
| TecDAX | ||||||
| CANCOM AG |
extrao. GM | 18.12.2012 | 10:00 | 80333 München | Max-Joseph-Straße 5, im hbw Haus der Bayerischen Wirtschaft | 06.11.2012 |
| The Agenda for the extraordinary GM of CANCOM AG starts with a resolution on changing the form of the company into a Societas Europea (SE). The charter of CANCOM SE is to be presented. Re-elections to the Supervisory Board are to be held. | ||||||
Politics
Necessary conclusions from the financial crisis
The company-law amendment adopted almost a year ago in the Federal Cabinet is now going through the Bundestag. According to Sabine Leutheusser-Schnarrenberger, the 2012 company-law amendment draws the right lessons from the financial crisis. The generally well-functioning company law need not be massively rebuilt even in the light of the financial crisis, but selectively improved and simplified. The law was a further contribution to a solid liberal economic policy, the Federal Minister of Justice continued. The aim was, among other things, to make it much easier for companies, in particular banks finding themselves in need, to convert their debt into equity. The companies would be given the possibility to issue convertible bonds, which can also be repaid not in cash, but in shares. In addition, there would be the option in the future to issue preference shares without additional claims to payment of fancy dividends. The bill would also strengthen public companies, because so-called predatory shareholders could no longer delay AGM resolutions through tactical actions for annulment, the Minister of Justice went on. The 2012 company-law amendment allows companies, according to the the Ministry, to continue to choose between registered and bearer shares. For non-listed companies, the use of bearer shares had come under international criticism on grounds of money laundering and terrorist financing. Leutheusser-Schnarrenberger (FDP) sees good prospects that the Bundestag will now act swiftly and let the bill enter into force in the first half of 2013.
People
With Thomas Eichelmann as the new Supervisory Board chairman, ACS has perfected its targeted leadership change at HOCHTIEF . He succeeds Manfred Wennemer in early May 2013. Moreover, Marcelino Fernandez Verdes, sent from the Spanish construction group, has since 20 November been the new CEO of the Essen construction group. Frank Stieler has resigned from the board with immediate effect.
Ulrich Gehrmann is to leave Kontron at the year’s end, with Rolf Schwirz replacing him. Most recently CEO of Fujitsu Technology Solutions, he moves as from 1 December to the board of the embedded-computer specialists, and is to replace the longtime CEO on 1 January 2013. The company called the reasons for the manager’s withdrawal from the Board personal.
Nordex has appointed Annette Stieve to the Supervisory Board of the wind-turbine manufacturer. The financial expert has since 2005 been Germany/Netherlands CFO of the Faurecia Group, a leading international supplier of components for the automotive industry. Previously, according to Nordex, she worked for the accounting firm Arthur Andersen. Stieve replaces Carsten Risvig Pedersen, who resigned his seat in August.
The Supervisory Board of Pfeiffer Vacuum Technology, at its meeting on 5 November, appointed Nathalie Benedict as an additional member as from 1 January 2013, responsible for Finance. The 36-year-old has been 13 years with the TecDAX-listed vacuum-pump manufacturer and is currently responsible for Finance and Controlling. With her appointment the two-member board will be expanded.
The Supervisory Board of Rhön-Klinikum has decided that Martin Siebert will lead the hospital operator as CEO from the beginning of 2013. The 51-year-old replaces Wolfgang Pföhler, who will officially leave Rhön-Klinikum at the year’s end. Siebert is to undertake a new initiative to build a comprehensive private hospital chain in Germany.
Salzgitter has officially confirmed that Johannes Nonn has left the second-largest steel producer “at his own request” as from 1 February 2013. He will then take on the Group Management of Schmolz + Bickenbach in Switzerland, announced Salzgitter on 16 November. At the end of October there had already been reports of his departure. Supposedly Nonn did not go along with the leadership style of CEO Fuhrmann.
Barbara Kux will fulfill her contract, but leave Siemens in autumn next year at her own request after just one term. This was announced by the conglomerate after a Supervisory Board meeting. The head of the purchasing group sees her mission as accomplished. The Munich firm thus loses the first woman who has ever made the board of a DAX Group. There was also criticism of Kux internally. It leaked out a month ago that Sabancy boss Ms Güler Sabanci, GDF Suez CEO Gérard Mestrallet and former Bayer chief executive Werner Wenning would be newly elected to the shareholder side of the Supervisory Board. Former MAN CEO Håkan Samuelsson, Saint-Gobain Board chief Jean-Louis Beffa and British entrepreneur and politician Lord Iain Vallance of Tummel would no longer stand. If Wenning were elected to the Supervisory Board of the electricals company in January 2013, it would again expand the number of his DAX Supervisory Board memberships. In the sometimes considerable challenges for E.ON, Bayer and Siemens too in their own respective markets, the question arises whether one more DAX supervisory-board post would really enhance the quality of Wenning’s work.
Oliver Burkhard is appointed to the ThyssenKrupp Board as of 1 February 2013. From 1 April, the designated personnel chief and Labour Director is to take over the duties of Ralph Labonte and then succeed him, the Essen steel and industrial group announced on 21 November after a meeting of the Supervisory Board. Labonte is to leave for health reasons on 31 March 2013.
Campus
Lack of transparency in the forecast reports of DAX companies
Shareholder association Deutsche Schutzvereinigung für Wertpapierbesitz (DSW) calls the forecast reports in the annual reports of the DAX 30 from the year 2011 and the semi-annual reports for 2012 ”often unreliable and therefore simply useless for investors”, so that it could hardly judge them more severely. Its study analyses qualitative and quantitative information on expected net profit and business development in the “Outlook” section (“Forecast”) in each annual report. One in three DAX companies thus withholds important information about future prospects from investors. Transparency has also been reduced since the last investigation. Six DAX companies received the grade of “high transparency” for their forecast reports (Fresenius Medical Care, Fresenius SE, adidas, Munich Re, RWE and Deutsche Post (previous year: 7). The majority of the DAX30 companies fall into the category of “middling transparency” (15 companies, last year 17). Nine of them gave no information in the 2011 Annual Report on the level of expected earnings for this year and were rated “low transparency” (previous year: 6).
Capital News
Deutsche EuroShop completed the financing of its twentieth shopping centre on 13 November, taking in €167,700,000 via a convertible bond and a capital increase. The shopping-centre operator placed convertible bonds with a maturity of five years and a total nominal value of €100 million with investors. The Group also placed a capital increase of 2,314,136 shares. The papers were issued at €29.25, close to the current market price, while the subscription rights of existing shareholders were excluded.
Südzucker has again seized the opportunities in the capital markets, and as previously announced bought back a convertible bond and made a capital increase to get funding. The food group placed 14,618,269 new shares from authorized capital and around 0.58 million of its own shares under the so-called accelerated bookbuilding process on 21 November. The issue price was €29.70 per share. The gross proceeds from the offering will total around €451 million. In parallel, a €268.5 million convertible bond was redeemed at 182.5 percent of the nominal amount, i.e. 490 million euros, using the proceeds of the capital increase.
Director's Dealings
| Company | Person | Function | Buy / Sell | Total value in Euro | Number of shares | Date |
| Axel Springer AG | Bayer, Jan | VR | K | 195.960 | 6000 | 12.11.2012 |
| Brenntag AG | Buchsteiner, Jürgen | VR | V | 246.695 | 2594 | 15.11.2012 |
| Brenntag AG | Buchsteiner, Jürgen | VR | V | 530.555 | 5495 | 14.11.2012 |
| Brenntag AG | Buchsteiner, Jürgen | VR | V | 914.996 | 9734 | 19.11.2012 |
| CANCOM AG | Neureiter, Petra | AR | K | 175.635 | 15000 | 14.11.2012 |
| CANCOM AG | Neureiter, Petra | AR | K | 73.896 | 6289 | 12.11.2012 |
| COMMERZBANK AG | Hampel, Daniel | AR | K | 3.867 | 3000 | 21.11.2012 |
| DEUTSCHE BANK AG | Campelli, Fabrizio | V | 181.807 | 5521 | 21.11.2012 | |
| DEUTSCHE BANK AG | Grassie , Colin | V | 557.607 | 17115 | 09.11.2012 | |
| DEUTSCHE BANK AG | Chada, Gunit | V | 526.950 | 15000 | 06.11.2012 | |
| DEUTSCHE BANK AG | Ricken, Dr. Christian Klaus | V | 101.268 | 2845 | 06.11.2012 | |
| Deutsche Lufthansa AG | Busch, Dr. Roland | V | 1.404 | 2600 | 21.11.2012 | |
| Deutsche Lufthansa AG | Busch, Dr. Roland | K | 13.592 | 1135 | 21.11.2012 | |
| Deutsche Lufthansa AG | Bischoff, Jens | K | 39.941 | 3290 | 01.11.2012 | |
| Deutsche Lufthansa AG | Klühr, Thomas | VR | K | 59.911 | 4935 | 01.11.2012 |
| Deutsche Lufthansa AG | Menne, Simone | VR | K | 119.992 | 9884 | 01.11.2012 |
| euromicron AG | Hoffmann, Thomas | VR | K | 17.306 | 1021 | 15.11.2012 |
| euromicron AG | Ortolf, Josef Martin | AR | K | 1.807 | 100 | 12.11.2012 |
| euromicron AG | Ortolf, Josef Martin | AR | K | 1.717 | 100 | 20.11.2012 |
| Fresenius Medical Care AG & Co. KGaA | Gatti, Dr. Emanuele | VR | A2 | 2.322.709 | 45000 | 23.11.2012 |
| Fresenius Medical Care AG & Co. KGaA | Runte, Dr. Rainer | VR | A2 | 1.879.772 | 35469 | 13.11.2012 |
| Fresenius Medical Care AG & Co. KGaA | Runte, Dr. Rainer | VR | K | 31.252 | 600 | 15.11.2012 |
| Fresenius SE & Co. KGaA | Baule, Rainer | VR | A2 | 628.359 | 21930 | 26.11.2012 |
| K+S AG | Nöcker, Dr. Thomas | VR | K | 100.695 | 3000 | 14.11.2012 |
| K+S AG | Heidenreich, Dr. Karl | AR | K | 6.797 | 200 | 13.11.2012 |
| K+S AG | Heidenreich, Dr. Karl | AR | K | 10.188 | 300 | 13.11.2012 |
| Klöckner & Co SE | Rühl, Gisbert | VR-Chef | K | 15.830 | 200 | 16.11.2012 |
| LEONI AG | Probst, Klaus | VR-Chef | K | 147.298 | 6000 | 29.10.2012 |
| Linde AG | Blades, Thomas | VR | K | 120.000 | 1000 | 02.08.2012 |
| LPKF Laser & Electronics AG | Bretthauer, Dr. Ingo | VR-Chef | V | 1.400 | 100 | 20.11.2012 |
| LPKF Laser & Electronics AG | Bretthauer, Dr. Ingo | VR-Chef | V | 21.700 | 1550 | 20.11.2012 |
| LPKF Laser & Electronics AG | Bretthauer, Dr. Ingo | VR-Chef | V | 7.015 | 500 | 20.11.2012 |
| LPKF Laser & Electronics AG | Bretthauer, Dr. Ingo | VR-Chef | V | 3.084 | 220 | 20.11.2012 |
| LPKF Laser & Electronics AG | Bretthauer, Dr. Ingo | VR-Chef | V | 21.015 | 1500 | 20.11.2012 |
| LPKF Laser & Electronics AG | Bretthauer, Dr. Ingo | VR-Chef | V | 3.788 | 269 | 20.11.2012 |
| LPKF Laser & Electronics AG | Bretthauer, Dr. Ingo | VR-Chef | V | 5.079 | 361 | 20.11.2012 |
| LPKF Laser & Electronics AG | Bretthauer, Dr. Ingo | VR-Chef | V | 7.025 | 500 | 20.11.2012 |
| LPKF Laser & Electronics AG | Büsching, Dr. Heino | AR-Chef | K | 14.174 | 1000 | 20.11.2012 |
| MERCK KGaA | Merck, Albrecht | AR | V | 30.000 | 300 | 21.11.2012 |
| RATIONAL AG | Banasch, Reinhard | VR | K | 207.050 | 1000 | 08.11.2012 |
| RATIONAL AG | Blaschke, Dr. Günter | VR-Chef | V | 145.220 | 700 | 09.11.2012 |
| RATIONAL AG | Blaschke, Dr. Günter | VR-Chef | V | 271.069 | 1300 | 08.11.2012 |
| RATIONAL AG | Meister, Gabriella | V | 2.024.000 | 10000 | 20.11.2012 | |
| RATIONAL AG | Meister, Gabriella | V | 1.110.600 | 5553 | 19.11.2012 | |
| RATIONAL AG | Meister, Gabriella | V | 543.016 | 2636 | 23.11.2012 | |
| RATIONAL AG | Meister, Gabriella | V | 437.226 | 2112 | 22.11.2012 | |
| RATIONAL AG | Meister, Gabriella | V | 2.038.500 | 10000 | 21.11.2012 | |
| RATIONAL AG | Meister, Gabriella | V | 1.491.883 | 7452 | 15.11.2012 | |
| RWE AG | Birnbaum, Dr. Leonhard | VR | B2 | 10.400 | 400 | 21.12.2011 |
| RWE AG | Schmitz, Dr. Rolf Martin | VR | B2 | 18.148 | 698 | 21.12.2011 |
| SAP AG | Hasso Plattner GmbH & Co. Bet.-KG | K | 170.164.463 | 3029994 | 08.11.2012 | |
| SAP AG | Plattner, Prof. Dr. Hasso | AR-Chef | K | 173.739.856 | 3029994 | 07.11.2012 |
| SAP AG | Plattner, Prof. Dr. Hasso | AR-Chef | V | 170.164.463 | 3029994 | 08.11.2012 |
| Siemens AG | Busch, Dr. Roland Emil | VR | V | 92.044 | 1161 | 12.11.2012 |
| Siemens AG | Ederer, Brigitte | VR | V | 100.844 | 1272 | 12.11.2012 |
| Siemens AG | Helmrich, Klaus | VR | V | 151.028 | 1905 | 12.11.2012 |
| Siemens AG | Kaeser, Joe | VR | V | 671.026 | 8464 | 12.11.2012 |
| Siemens AG | Kux, Barbara | VR | V | 545.764 | 6884 | 12.11.2012 |
| Siemens AG | Löscher, Peter | VR-Chef | V | 3.260.469 | 41126 | 12.11.2012 |
| Siemens AG | Requardt, Prof. Dr. Hermann | VR | V | 623.775 | 7868 | 12.11.2012 |
| Siemens AG | Russwurm, Siegfried | VR | V | 671.026 | 8464 | 12.11.2012 |
| Siemens AG | Solmssen, Peter Y. | VR | V | 623.775 | 7868 | 12.11.2012 |
| Siemens AG | Süß, Dr. Michael | VR | V | 246.482 | 3109 | 12.11.2012 |
| Wacker Chemie AG | Kammergruber, Konrad | AR | K | 16.800 | 400 | 01.11.2012 |
| Wacker Chemie AG | Staudigl, Dr. Rudolf | VR-Chef | K | 20.780 | 500 | 20.11.2012 |
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in November
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