VIPsight - November 2012
COMPANIES
Entry of the federal government to EADS more concrete
Two weeks after the failed merger with BAE Systems, the planned entry of the German government to the European Aeronautic Defence and Space Company (EADS) is back on the agenda. On 25 October, the budget committee of the Bundestag cleared the way for more state involvement. According to participants, it freed a previously blocked sum of 1.6 billion euros to hedge the risk of the transaction, in which the federal government is to acquire up to twelve percent of EADS shares through the Bank for Reconstruction (KfW). The shares would cost the federal government about three billion euros. As is evident from a report by the Federal Ministry of Economics to the budget committee of the Bundestag, Berlin wants to maintain the balance of power between France and Germany only if Daimler successively withdraws from the Airbus parent company. The carmaker wants to quickly sell its 7.5 per cent; in addition the Dedalus private investors want to part with a 4.5 percent share.
Buhlmann's Corner
From Xi to Hu – the next decade knocks
Until yesterday his name was Hu Jintao; from tomorrow he will be called Xi Linping. China’s leadership has new heads and will need new content and concepts.
The country is not only “too big to fail”, but also the nation with the most degrees of freedom. Just re-elected, Barack Oba is instead stuck with the familiar budget limits, to be rolled over for the umpteenth time in a compromise. China on the other hand can and will provide more than just advice.
Munich Re recently increased its forecast for 2012 from 2.5 billion profit, because on 30 September they already had €2.7 billion in hand. Deutsche Telekom, on the other hand, must and will, despite billion-loss statements, pay an unchanged dividend because it promised that 3 years in advance. In reality, they even promised more, but hardly anyone remembers that. The Deutsche Telekom share buybacks promised 3 years ago saw more breach than observance – they were implemented in just one year, forgotten for two.
Just as China and MunichRe now have degrees of freedom, so for America and Telekom things are tight. And this is precisely because of old bad investments in America: Ron Sommer’s last board action was the purchase of VoiceStream for an adventurous 35 billion, of which, although increased by investments, only a residue can now be found. So that’s the bracket: Ron Sommer head of Telekom 1995-2002, watchdog on the Supervisory Board Board in the board of MunchRe from November 1998 until today. Who decided all this?
In the USA there were elections – or did Sandy blow the result in?
In China, a Party Congress is held – discussion over.
In Telekom and MunichRe there are general meetings at which the macro-management is decided and appraised. Is that true?
Firstly, although general meetings are attended by many people (in Germany), the real numbers throughout Europe for shares present are around 60% (Germany 2012: 58.2%) – only in Spain are record levels of over 100% capital presence achieved. In the Netherlands and Germany we also see physically present shareholder votes not making it to the vote – but there may be good or even strategic reasons. It may also happen, though, as with INFINEON or MAN and others, because of reinterpreting by the chairman, in Chinese abundance of power.
And the shareholders? They do not know. Does it interest them? Probably not – as indicated by the successes of i-share and blackrock. Shareholders want cheap solutions rather than responsible ones. Many want to remain anonymous wherever possible.
Let’s say you ask people on the street: “Have you any shares? ” Most will say no, not knowing that a portion of their pension is invested in equities.
If you ask the few that answered “yes” who manages their stocks and how, in turn most will be silent. This confirms what nobody wants to admit: joint-stock companies are owned either by the board (alone) or by no one. For those who have shares usually do not know, and if they do they usually lack information, and those who know more get no answers to their questions. Owners the listed company in any case does not have....
America is now saying that from next season end-to-end voting confirmation should be possible. Let’s wait and see.
In China it’s easier because there are not such diffuse channels: the country belongs to individual State budgets and now Xi sits on top just as Hu did earlier – and he’s got the say.
ACTIONS CORNER
In the Kirch heirs’ case against Deutsche Bank and Rolf Breuer, the Munich Higher Regional Court tried on 12 October to get an idea about the possible amount of the compensation sum by questioning witnesses. In winter the court had unsuccessfully suggested a payment of €775 million in settlement of all claims. Through his interview the former CEO had deliberately driven the Kirch Group into a corner to get a lucrative contract for the renovation of the ailing company, claim Kirch’s heirs, who are suing for around two billion euros in damages in the civil suit. Judge Kotschy announced that the trial would continue on 16 November.
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. | ||||||
Politics
Compulsory quota for women fails at EU Commission
Viviane Reding’s proposal to increase the proportion of women on Supervisory Boards of listed companies by a quota met with resistance from her Commissioner colleagues. The European Commission could not reach agreement at its meeting on 23 October in Strasbourg on a legislative proposal for a Europe-wide quota rate after a clear majority of the 27 EU commissioners against it became apparent. The decision on the proposal of the Justice and Fundamental Rights Commissioner was adjourned after heated discussion. Reding will not give up, however. The Luxembourger had proposed a female share of 40 percent for supervisory boards of major corporations from 2020. Infringement would mean sanctions such as fines, withdrawal of State subsidies or exclusion from public competitions. Now, the initiative will be postponed to November; initial plans are for 14 November. The compulsory quota she proposed is however not to be included.
People
Karl-Gerhard Eick will no longer run in May 2013, when the Supervisory Board of the Deutsche Bank is re-elected and his mandate expires. He had been there nine years, also as chairman of the audit committee. In addition, he was glad and happy that the bank had weathered the crisis without government assistance, said the former Chief Financial Officer of Deutsche Telekom. Who might follow Eick remains open.
Sari Maritta Baldauf became a member of the Supervisory Board of Deutsche Telekom on 1 November, Hans-Martin Bury having resigned from the supervisory body of the Bonn DAX Group on 31 October. The longstanding Nokia manager has become the second woman next to Dagmar Kollmann on the capital side of Telekom’s Supervisory Board. Baldauf has belonged to the Supervisory Board of Daimler since 2008.
For health reasons, Werner Lanthaler has asked for a temporary leave of absence. Accordingly, the EVOTEC CEO will temporarily not be in a position to act as Chief, the Hamburg-based biotech company announced on 4 October. The Supervisory Board approved and wished a speedy recovery. During his leave of absence the management team will take over the company’s management.
Rainer Beaujean goes to Gerresheimer on 1 December. The 44-year-old moves first to the board, and on 1 February 2013 takes over the Finance Department, the packaging specialist for the pharmaceutical and cosmetics industry announced on 23 October in Düsseldorf. Hans-Jürgen Wiecha will leave the MDAX Group on 31 January 2013 to take on new tasks.
From 1 December Christian Bieniek is to be appointed as the fourth member of the board, LPKF Laser & Electronics announced on 27 September. Beside Ingo Bretthauer (CEO), Bernd Lange (CTO) and Kai Bentz (CFO), the 45-year-old is to take on as COO the direction, management and organization of the work processes and the operational performance of the laser machine manufacturer. Bieniek most recently worked at MAN.
Leif Östling now takes over a seat on the Supervisory Board also at MAN. The longtime head of Scania succeeds Jochem Heizmann, who resigned his seat, as MAN announced on 23 October. Volkswagen had announced in June that Heizmann would give up responsibility for the commercial-vehicle division and run the business in China.
The Administrative Board of PUMA appointed Jean-François Palus as its new chairman on 23 October. With effect from 1 December, the PPR Vice will succeed Jochen Zeitz, who announced his resignation on 30 October. The PUMA veteran led the Herzogenaurach firm for 18 years as chief executive, and last year moved to the chair of the Administrative Board.
The Supervisory Board of SMA Solar Technology has appointed Lydia Sommer to the Board. From 1 November, the former Siemens manager will take over responsibility for Finance and Law from Pierre-Pascal Urbon, who had been responsible for this portfolio in a dual role as Chief Executive Officer and Chief Financial Officer. As CEO of the TecDAX Group he will focus on strategy and internationalization.
Peer Steinbrück is giving up his seat on the Supervisory Board at ThyssenKrupp. He wanted to avoid possible conflicts of interest in future, the former Minister of Finance announced immediately after his official nomination as chancellor candidate of his party by the SPD executive. Angela Merkel’s challenger at the next general election has sat on the industrial group’s supervisory board for nearly three years.
Thomas Vollmoeller took over as CEO at XING in mid-October. The 52-year-old takes over this function as planned from the previous CEO Stefan Gross-Selbeck, who announced in May he would devote himself to new professional challenges in future. At that time, the social network had already announced Vollmoeller as the new CEO. So far it was said he would start his new job by 15 January 2013.
The publishers and Editorial Board are delighted to congratulate Julia Redenius-Hövermann on her professorial appointment at the Frankfurt School of Finance & Management. She was appointed as junior professor of civil and corporate law as from 1 August 2012, after having worked as Habilitation candidate under Professor Theodor Baums and as a Research Fellow at the Institute for Law and Finance at Frankfurt University, with which she remains connected. An expert in corporate law, particularly issues of corporate governance in company law, comparative law, mainly France, economic analysis of (company) law, capital-market law and banking law, she appeared several times as an author in INSIGHT CORPORATE GOVERNANCE GERMANY, the forerunner of VIPsight.EU, and very early published on the women’s quota in the Supervisory Board [“Frauenquote im Aufsichtsrat” http://www.frankfurt-school.de/clicnetclm/fileDownload.do?goid=000000384932AB4].
Campus
Supervisory salaries rise by an average of eight per cent in 2012
According to an analysis by Towers Watson, the average total compensation of DAX Supervisory Board chairmen for the 2012 financial year rose an average of eight per cent, with Continental in the lead for percentage increase, followed by K + S (up 47 percent), Deutsche Post (up 27 percent) and Bayer (up 25 percent). The chairmen will earn an average of €312,000. An international comparison is difficult to make, because in Switzerland or the UK single-board systems are practised, where executive and non-executive directors sit on a single body. Over the past ten years pay has risen steadily, with a few jumps. Two trends can be distinguished: first, the sometimes significant increase in fixed compensation, and then an increasing shift away from performance-based remuneration components. This is the finding of the study of “Compensation in German supervisory organs 2012 - Analysis of German Prime Standard companies from 2005 to 2011”, presented for the fifth time by the magazine “Der Aufsichstrat”.
Capital News
CANCOM has secured fresh money from an investor. The IT service provider has fully placed and thus successfully completed the capital increase announced on 25 October. As a press release showed, the Group’s share capital was increased by €1,039,075. The proceeds of €11.4 million will be used for organic and inorganic growth of the group. The issue price stood at eleven euros. Accordingly, all new shares were placed with Johann Vielberth. The Regensburg entrepreneur wants to support the growth of CANCOM as anchor shareholder and hold the shares purchased in the capital increase for the long term, it was said.
Director's Dealings
| Person | Function | Buy / Sell | Total value in Euro | Number of shares | Date |
| Dr. Jürgen M. Geissinger | SB | S | 117 | 10 | 26.09.2012 |
| Dr. Joachim Faber | SB-Head | B | 51.970 | 1.190 | 28.09.2012 |
| Gerhard Roggemann | SB | B | 43.775 | 1.000 | 28.09.2012 |
| Uwe E. Flach | SB-Head | S | 36.250 | 2.500 | 05.10.2012 |
| Jorgen Kildahl | MB | B | 36.370 | 2.000 | 08.-11.10.2012 |
| Lechler GmbH | B | 2.674.100 | 121.000 | 11.10.2012 | |
| N & A Hardieck GmbH & Co. KG | S | 12.669.360 | 386.800 | 25.09.- 10.10.2012 | |
| R + U Weber GmbH & Co. KG | B | 326.490 | 10.000 | 01.10.2012 | |
| Dr. Jochen Scharpe | SB | S | 60.050 | 2.000 | 05.10.2012 |
| Christoph Henkel | Closing Option | 15.875.478 | 385.637 | 21.09.2012 | |
| Bernd Simbeck | SB | B | 6.679 | 100 | 24.09.2012 |
| Klaus Probst | MB-Head | B | 147.298 | 6.000 | 29.10.2012 |
| Josef Schregle | SB | B | 4.658 | 35 | 20.09.2012 |
| Detlef Klimpe | SB | B | 16.348 | 1.065 | 05.10.2012 |
| Rita Ristow | B | 0 | 100.000 | 27.06.2012 | |
| Friedrich Joussen | MB | B | 684.000 | 100.000 | 26.09.2012 |
| Ralph Dommermuth Beteiligungen | S | 32.200.000 | 2.000.000 | 28.09.2012 | |
| Konrad Kammergruber | SB | B | 16.800 | 400 | 01.11.2012 |
| Dr. Rudolf Staudigl | MB-Head | B | 21.350 | 500 | 25.10.2012 |
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