VIPsight - May 2012

COMPANIES

BASF buys back its own shares

At the Annual General Meeting in late April, BASF obtained new approval from the shareholders to buy back own shares. The group had in the years 1999 to 2008 collected nearly 29 percent of the outstanding shares, before the programme was briefly interrupted. The buyback will serve to optimize the cost of capital.

Resistance to discharge for the Supervisory Board

Many investors and shareholder associations are bringing motions at the General Meeting on 31 May to deny the Supervisory Board of Deutsche Bank discharge for 2011. British investment company Hermes criticized the occupation of the top positions as “poor”. The mismanagement was unique on an international comparison, Hans-Christoph Hirt, manager at Hermes, told the FAZ. Though Hermes holds only about half a percent of the bank’s capital, it advises many large investors and could thus exert influence on voting behaviour. The investment adviser criticized on the one hand how the succession to Josef Ackermann was regulated - the bank had taken a very long time over the appointment of the Jain/Fitschen board duo. The former chief executive Josef Ackermann, whose direct move to the Supervisory Board, against good corporate governance, had been planned but ultimately failed due to resistance from shareholders, investors and shareholder advisory firms like Glass Lewis and the U.S. ISS (Institutional Shareholder Services), would apparently have preferred Bundesbank Ex-President Axel Weber as successor CEO. This toing and froing, and the public speculation over alleged recruitment decisions, had done the bank’s reputation a disservice. The messy search for a successor for Ackermann had damaged the bank, investor advisors Glass Lewis and Ivox of Karlsruhe also criticized.

Second, no shareholder vote had been obtained for the new management compensation system. At the 2010 Annual General Meeting 42 percent had still voted against it. Hermes is also displeased at the high risks of numerous reputation-damaging legal battles in the United States and Germany, regardless of the outcome of the trials. In addition, the transactions with cluster-bomb producers testified to a lack of environmental and social governance. Glass Lewis also recommends shareholders to vote against the appointment of KPMG. The reason given for this is an investigation by U.S. authorities against the accounting firm where the firm admitted wrongful action. This was reason enough to replace the auditor, says the shareholder advisory firm. Additionally, there are soundly reasoned counter-motions from Legal & General Assurance (Pensions Management) Ltd and the Cologne Vereinigung Institutioneller Privatanleger (Association of Institutional Private Investors) VIP, which also call in question the Supervisory Board’s leadership and consider the discharge issue to be critical. Citigroup shareholders have already refused discharge to the DB’s CEO, against many decades of tradition. Union Investment finds the counter-motions understandable, but wants to wait with the decision. Discussions with the Frankfurt financial institution are ongoing.

 

 

 

Buhlmann's Corner

Supervisory Board or Honorary Board?

“Europe’s banks are gasping for air,” said an acerbic Warren Buffet in Omaha at the weekend. Not only in Europe, and not just at the banks, the Financial Times sees “a new mood of militancy,” and the Wall Street Journal a “veritable revolution.”

It started in March with Banco Santander (elections to the Supervisory Board), followed the next month by a defeat for Citibank in Dallas (SoP), then Barclays (SoP), Aviva (SoP) and UBS (golden welcome), with Société Générale (corporate governance) and Deutsche Bank (non-discharge of the Supervisory Board) pending. Except in the financial services industry, even the family business with State participation (Volkswagen) came up with the idea that the most expensive German Supervisory Board (the chairman’s per diem is €3,900, plus expenses) cannot afford what it pays the Board...

What is the issue at Deutsche Bank? Germany has a dual-board system - the shareholders elect a body (the Supervisory Board) that appoints and advises the other one (the Board). Discharge does not regulate liability and does not have legal consequences - it is a general policy statement of “well done” which the shareholders can give the Supervisory Board - or not.

What must a Supervisory Board do, and how?

* the institution is in principle responsible as a body - without naming names

* the Supervisory Board must set an example, show leadership and make and implement personnel decisions on the board

* the shareholders’ transmission belt and also the ‘head’ of the company is the Supervisory Board - it must set ethics, strategy, business model and policy principles, and exemplify them.

At Deutsche Bank much came together;

Over 2/5 of the shareholders rejected the remuneration model at the 2010 AGM, but the Supervisory Board was not able to face the consequences, nor look the 2011 no vote from proxy advisors Glass Lewis in the eye.

Repeatedly, Executive Board personnel questions were disputed publicly, something only conceivable with broken confidentiality of “interested parties”. The years of stalemate culminated in the regulator’s rejection of the board candidates that “had become” public.

The Supervisory Board’s guidelines - if there were any - led to a report on lawsuits from everyday business, page 309-315 in the German report and 137-141 plus F122-F128 in the American 20-F report.

So much dispute in principle creates reputational risk, and sets acceptance by stakeholders and the sustainability of the business model in general at risk. Instead of bothering about it, the Supervisory Board “accompanied” a change of leadership at the globally oriented bank that changed the heads in both bodies simultaneously - without ensuring any continuity. One looks in vain for any sign that the Supervisory Board was the leader, the driver, of this management change - if compromise is to be found in a vacuum, then shareholders should confirm that with non-consent - or go and vote with their feet, as did the managers themselves.

Whether and by whom trust was negligently broken is secondary, if the leadership failed. To grant discharge at the Annual Meeting with a YES vote means considering all the acts, or the vast majority, to be good. Abstaining can only mean either that the shareholder cannot carry the responsibility (which he has, inseparably from the stock) - he must know that in German law abstention counts the same as absence. It is not a “little criticism” to abstain from voting - it’s just looking away and leaving.

The fee for a Deutsche Bank Supervisory Board member is not just to be picked up as an honour. The supervision must also be provided. A NO to discharge to the Supervisory Board will both give targeted expression to criticisms acccumulated over the years, and lay a clearer, more distinct mandate for a better future upon the shoulders of the new Supervisory Board chairman to be elected that day by the shareholders!

Warren Buffet was right when he exclaimed, “We will not leave the leadership of the company to someone with a degree in art history.” The litmus test of independence will be: how will the DWS (Europe’s largest fund company, as a subsidiary in the millstones of the Deutsche Bank) argue, discuss and then vote?

Vote NO to discharge for the old Supervisory Board - that will make the new Supervisory Board stronger in the leadership of the bank. And that is the bounden duty of sustainably responsible shareholders ..........

 

 

 

ACTIONS CORNER

BayernLB is suing the Deutsche Bank in New York for damages for its losses in securitized home loans. The Landesbank had losses with a nominal volume of €810 million on Deutsche Bank's U.S. securities. The Frankfurt bank had deliberately given false information on the quality of the RMBS (residential mortgage-backed securities) portfolio, runs the accusation. The largest German bank has, as in all similar cases, rejected the accusations as unfounded, and is defending itself with all possible means. In early February two similar complaints against the Deutsche Bank were rejected.

Rolf Breuer appeared on 18 April before the Munich Higher Regional Court in the multi-billion KGL Pool trial once again after five months, after extra-judicial settlement negotiations were broken off by Deutsche Bank in early March - apparently 800 million euros were too much, even for the top German bank - and the court had also rejected the November 2011 challenge for bias.

 

 

The focus of the hearing was, among other things, Peter Kahn.  The former deputy chairman of Bayerische Landesbank reported a meeting at the Deutsche Bank in Frankfurt on 14 February 2002. Kahn was also able to show a record of that meeting. According to it, the defendant Breuer had then stated that Leo Kirch's media group was heavily in debt and must necessarily be restructured because of impending illiquidity. A sale of the majority to Premiere and Formula 1 had previously been rejected by Leo Kirch in a private conversation with Breuer. The sale of the Springer and Telcinco shares was according to Kirch already in final negotiations, however. While the lenders (Dresdner Bank, HVB, DZ Bank and BayernLB) were trying to avoid a bankruptcy, they were involved with various securities and were unable to reach agreement among themselves.Already in November 2001 the DZ Bank, led by Ulrich Brixner, had no longer been willing to continue to engage with the media group. Brixner even then doubted the actual total indebtedness of the media group, long before the Breuer interview was conducted on 3 February 2002. That had, however, made the banks more cautious, making decisions in the Frankfurt round more difficult.

 

 

 

AGM Dates

 

Company	Date	Event	Place	Address	Time	Published on
DAX
HeidelbergCement	03.05.2012	ord. AGM	69117 Heidelberg	Neckarstaden 24, im Kongresshaus Stadthalle Heidelberg	10:00	22.03.2012
	The Agenda for the ordinary AGM of HeidelbergCement AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. HeidelbergCement AG earned balance-sheet profits of €70.18m last business year. Of the profits, €65.63m is to be paid out as dividend and €4.55m carried forward to a new account. A resolution on an amendment to §5(1) of the statutes to exclude the right of shareholders to have their shares certified will be taken.
E.ON	03.05.2012	ord. AGM	45131 Essen	Norbertstraße 2, in der Grugahalle	10:00	21.03.2012
	The Agenda for the ordinary AGM of E.ON AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. E:ON AG earned balance-sheet profits of €1,905.47m last business year. The profits are to be fully paid out as dividend. The Company is to be transformed into a European Company (Societas Europaea, SE). In this connection, elections to the Supervisory Board are to be held. This is in future to consist of twelve members. The existing Authorized Capital is to be replaced by a new one of €460m. In addition, the Company is to be authorized to issue option and convertible bonds and participation rights and income bonds. For this, Conditional Capital of €175 million is to be kept available. The existing authorization, as well as the existing conditional capital (Conditional Capital 2010), are to be repealed. Thecompany is to be newly authorized to purchase its own shares and to use them. The existing authorization will accordingly be revoked. Additionally, several charter amendments are to be decided.
Linde	04.05.2012	ord. AGM	81823 München	Messegelände, Internationales Congress Center München (ICM)	10:00	21.03.2012
	The Agenda for the ordinary AGM of Linde AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. Linde AG earned balance-sheet profits of €427.65m last business year. The profits are to be fully paid out as dividend. The remuneration system for board members is to be approved. The existing Authorized Capital is to be replaced by a new one of €70m, with the possibility of excluding subscription rights. Furthermore, a decision is to be taken on the creation of Conditional Capital 2012 in the amount of €10.24m to issue subscription rights to members of the Executive Board of Linde Aktiengesellschaft, to members of management bodies of affiliated companies at home and abroad as well as to selected executives of Linde Aktiengesellschaft and affiliated companiesat home and abroad as part of a Long Term Incentive Plan 2012 on the basis of an authorizing resolution. The company is to be newly authorized to purchase its own shares and to use them, with the possibility of excluding subscription rights. The existing authorization will accordingly be revoked. Additionally, several charter amendments are to be decided.
Deutsche Lufthansa	08.05.2012	ord. AGM	50679 Köln	Willy-Brandt-Platz1, in der LANXESS arena	10:00	20.03.2012
	The Agenda for the ordinary AGM of Deutsche Lufthansa AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. Deutsche Lufthansa AG earned balance-sheet profits of €114.48 last business year. The profits are to be fully paid out as dividend. Additionally, a control and profit-transfer agreement between Deutsche Lufthansa AG and Eurowings GmbH in favour of Deutsche Lufthansa AG is to be concluded. The object of the company will in future be set as air transport at home and abroad, and the operation of establishments and organizations connected or related with aviation and its promotion. Supervisory Board pay is to be adjusted. Additionally, several charter amendments are to be decided.
Allianz	09.05.2012	ord. AGM	80809 München	Coubertinplatz, in der Olympiahalle im Olympiapark	10:00	29.03.2012
	The Agenda for the ordinary AGM of Allianz SE starts with the usual items, like presentation of annual accounts and discharge to the company bodies. Allianz SE earned balance-sheet profits of €2.048.85m last business year. Of the profits, €2,036.53m is to be paid out as dividend and €12.32m carried forward to a new account. Elections to the Supervisory Board are to be held.The term of office of the Supervisory Board should be reregulated. The Board shall be authorized again to exclude subscription rights for an issuance of shares from Authorized Capital 2010/I as part of the approval of Allianz shares on a stock exchange in the People's Republic of China. Additionally, several charter amendments are to be decided.
Deutsche Post	09.05.2012	ord. AGM	65929 Frankfurt am Main	Pfaffenwiese 301, in der Jahrhunderthalle Frankfurt	10:00	28.03.2012
	The Agenda for the ordinary AGM of Deutsche Post AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. Deutsche Post AG earned balance-sheet profits of €1,520.09m last business year. Of the profits, €846.31m is to be paid out as dividend and €673.78m allocated to reserves. The authorization to acquire and utilize own shares and exclude subscription rights is to be supplemented.
K+S	09.05.2012	ord. AGM	34119 Kassel	Holger-Börner-Platz 1, im Kongress Palais Kassel, Stadthalle	10:00	28.03.2012
	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 €260.05m last business year. Of the profits, €248.82m is to be paid out as dividend and €11.23m carried forward to a new account. A re-election of Dr. Bethke is to take place. Supervisory Board pay is to be adjusted. Shareholders are in future to be able to submit their vote in writing or by way of electronic communication (postal vote). Additionally, several charter amendments are to be decided.
FMC	10.05.2012	ord. AGM	60327 Frankfurt am Main	Ludwig-Erhard-Anlage 1, im Congress Center Messe Frankfurt	10:00	28.03.2012
	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 €635.36m last business year. Of the profits, €209.93m is to be paid out as dividend and €425.43m carried forward to a new account. The Audit and Corporate Governance Committee are in future to consist solely of independent directors. The Articles of Association are to be adjusted accordingly.
adidas	10.05.2012	ord. AGM	90762 Fürth	Rosenstraße 50, in der Stadthalle Fürth	10:30	20.03.2012
	The Agenda for the ordinary AGM of adidas AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. adidas AG earned balance-sheet profits of €312.21m last business year. Of the profits, €209.22m is to be paid out as dividend and €103m carried forward to a new account. The remuneration system for board members is to be approved. Additionally, several charter amendments are to be decided.
Fresenius	11.05.2012	ord. AGM	60327 Frankfurt am Main	Ludwig.erhard-Anlage 1, im Congress Center Messe Frankfurt	10:00	28.03.2012
	The Agenda for the ordinary AGM of Fresenius SE & Co. KgaA AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. Fresenius SE & Co. KGaA earned balance-sheet profits of €454.82m last business year. Of the profits, €155.08m is to be paid out as dividend, €299,7m allocated to reserves and €0.04m carried forward to a new account. The remuneration system for board members is to be approved. Furthermore, the company is to be authorized to issue option and convertible bonds, with the possibility of excluding subscription rights. For this, conditional capital of €16.32m is to be kept available. The company is to be authorized to purchase its own shares and use them, and to exclude subscription rights. Additionally, several charter amendments are to be decided.
BMW	16.05.2012	ord. AGM	80809 München	Coubertinplatz, in der Olympiahalle im Olympiapark	10:00	28.03.2012
	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 €1,507.93m last business year. The profits are to be fully paid out as dividend. The remuneration system for board members is to be approved.
Deutsche Börse	16.05.2012	ord. AGM	65929 Frankfurt am Main	Pfaffenwiese, in der Jahrhunderthalle Frankfurt	10:00	28.03.2012
	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 €650m last business year. Of the profits, €605.44m is to be paid out as dividend and €44.56m allocated to reserves. Elections to the Supervisory Board are to be held. The existing Authorized Capital is to be replaced by a new one of €6m, with the possibility of excluding subscription rights. Supervisory Board pay is to be adjusted. Additionally, several charter amendments are to be decided.
SAP	23.05.2012	ord. AGM	68163 Mannheim	Xaver-Fuhr-Straße 150, in der SAP Arena	10:00	13.04.2012
	The Agenda for the ordinary AGM of SAP AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. SAP AG earned balance-sheet profits of €5,402.43m last business year. Of the profits, €1,309.73m is to be paid out as dividend and €4,092.7m 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. Conditional Capital III and Contingent Capital IIIa are be cancelled. Additionally, several charter amendments are to be decided.
METRO	23.05.2012	ord. AGM	40474 Düsseldorf	Rotterdamer Straße 141 (Rheinufer), im Congress Center Düsseldorf, CCD Stadthalle	10:30	04.04.2012
	The Agenda for the ordinary AGM of METRO AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. METRO AG earned balance-sheet profits of €462.24m last business year. Of the profits, €441.43m is to be paid out as dividend and €20.27m carried forward to a new account. Elections to the Supervisory Board are to be held. The existing Authorized Capital is to be replaced by a new one of €325m. Furthermore, the control and profit-transfer agreements between METRO AG and METRO Vierzehnte Gesellschaft für Vermögensverwaltung mbH as well as METRO Fünfzehnte Gesellschaft für Vermögensverwaltung mbH in favour of METRO AG are to be approved. The business year of the Company is with effect from 1 October 2013 to begin on 1 October and end on 30 September. For the period from 1 January 2013 to 30 September 2013, a short business year is to be constituted. Additionally, several charter amendments are to be decided.
Commerzbank	23.05.2012	ord. AGM	65929 Frankfurt am Main-Höchst	Pfaffenwiese, in der Jahrhunderthalle Frankfurt	10:00	11.04.2012
	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. Dr. Gertrude Tumpel-Gugerell is to be elected to the Supervisory Board. Another Authorized Capital in the amount of €1,150 million is to be created. A Resolution authorizing the Board to increase share capital (Authorized Capital 2012/I) with the possibility of excluding the subscription right of shareholders is to be taken. Furthermore, a resolution authorizing the Board to increase the share capital against contributions in accordance with §7b Financial Market Stabilization Acceleration Act, with the possibility of excluding the subscription rights of shareholders, is to be taken. For this, an authorized capital amounting to €2,455 million (Authorized Capital 2012/II) is to be created. The board is to be authorized to issue convertible bonds, option bonds and/or participation rights(with or without conversion or option rights), with the possibility of excluding subscription rights. For this, conditional capital of €2.750m is to be kept available (Conditional Capital 2012/I). Conditional Capital 2011/II is to be cancelled. Another conditional capital of €935 million (Conditional Capital 2012/II) is to be created. Additionally, several charter amendments are to be decided. Confidence is to be withdrawn from the CEO, Mr. Martin Blessing (motion of the shareholder Riebeck-Brauerei von 1862 AG). A statement of the Board and the Supervisory Board of Commerzbank AG is to follow.
Deutsche Telekom	24.05.2012	ord. AGM	50679 Köln	Willy-Brandt-Platz 1, auf dem Gelände der LANXESS arena	10:00	13.04.2012
	The Agenda for the ordinary AGM of Deutsche Telekom AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. Dr. Klaus Zumwinkel is also to be given discharge for the business year 2008. Deutsche Telekom AG earned balance-sheet profits of €4,665.78m last business year. Of the profits, €3,010.42m is to be paid out as dividend and €1,645.36m carried forward to a new account. The company is to be authorized to purchase its own shares and use them, excluding shareholders’ subscription and tendering rights, and to redeem its own shares, reducing the share capital. In connection with the acquisition of own shares authorization to use equity derivatives with possible exclusion of any potential tender right is to be decided. Elections to the Supervisory Board are to be held. In addition, the control agreement between Deutsche Telekom AG and Scout24 Holding GmbH in favour of Deutsche Telekom AG is to be approved. The statutesare to be changed with respect to the object of the company.
Deutsche Bank	31.05.2012	ord. AGM	60327 Frankfurt am Main	Ludwig-Erhard-Anlage 1, in der Festhalle, Messe Frankfurt	10:00	10.04.2012
	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 €851.4m last business year. Of the profits, €697.12m is to be paid out as dividend and €154.28m carried forward to a new account. The company is to be authorized to purchase its own shares and use them, excluding shareholders’ subscription and tendering rights. The company is to be authorized to use derivatives in connection with the acquisition of own shares. The remuneration system for board members is to be approved. Elections to the Supervisory Board are to be held. Furthermore, the company is to be authorized to issue option and convertible bonds or option and convertible participation certificates, with the possibility of excluding subscription rights. For this, conditional capital of €230.4m is to be kept available. Additionally, several charter amendments are to be decided.
MDAX
Hannover Rück	03.05.2012	ord. AGM	30175 Hannover	Theodor-Heuss-Platz 1-3, im HCC Hannover Congress Centrum (Kuppelsaal)	11:00	23.03.2012
	The Agenda for the ordinary AGM of Hannover Rückversicherung AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. Hannover Rückversicherung AG earned balance-sheet profits of €294m last business year. Of the profits, €253.25m is to be paid out as dividend and €40.75m 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 conversion of Hannover Rückversicherungs AG into a European Company (Societas Europaea, SE) is to be decided.
HOCHTIEF	03.05.2012	ord. AGM	45131 Essen	Norbertstraße, im Congress Center Essen, Eingang West	10:30	21.03.2012
	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. The balance-sheet profits of €6.92m are to be carried forward in full to a new account. The remuneration system for board members is to be approved. The company is to be authorized to purchase its own shares, excluding a tender right, and use them, possibly excluding shareholders’ statutory subscription rights, and to cancel repurchased shares and reduce the capital. The existing authorization is to be revoked. Additionally, several charter amendments are to be decided.
HUGO BOSS	03.05.2012	ord. AGM	70629 Stuttgart	im Internationalen Congresszentrum Stuttgart ICS, Messepiaza, Saal C1	10:00	22.03.2012
	The Agenda for the ordinary AGM of HUGO BOSS AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. HUGO BOSS AG earned balance-sheet profits of €203.1m last business year. Of the profits, €199.1m is to be paid out as dividend and €3.99m carried forward to a new account. The conversion of bearer shares to registered shares is to be decided. Furthermore, a special resolution of the ordinary shareholders approving the conversion of preference shares into ordinary shares with abolition of the preferential profit is to be taken. Additionally, several charter amendments are to be decided.
MTU	03.05.2012	ord. AGM	85716 Unterschleißheim	Andreas-Danzer-Weg 1, im Dolce Munich Unterschleissheim Ballhausforum	10:00	23.03.2012
	The Agenda for the ordinary AGM of MTU Aero Engines Holding AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. MTU Aero Engines Holding AG AG earned balance-sheet profits of €61.18m last business year. Of the profits, €60.76m is to be paid out as dividend and €0.42m allocated to reserves.
FUCHS PETROLUB	09.05.2012	ord. AGM	68161 Mannheim	Rosengartenplatz 2, in der m:con: mannheim congress GmbH (Rosengarten), Mozartsaal	10:00	28.03.2012
	The Agenda for the ordinary AGM of FUCHS PETROLUB AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. FUCHS PETROLUB AG earned balance-sheet profits of €132.84m last business year. Of the profits, €70.27m is to be paid out as dividend and €62.57m carried forward to a new account. Furthermore, the control and profit-transfer agreement between FUCHS PETROLUB AG and WISURA GMBH in favour of FUCHS PETROLUB AG is to be agreed.
Bilfinger Berger	10.05.2012	ord. AGM	68161 Mannheim	Rosengartenplatz 2, im Congress Center Rosengarten, Musensaal	10:00	29.03.2012
	The Agenda for the ordinary AGM of Bilfinger Berger SE starts with the usual items, like presentation of annual accounts and discharge to the company bodies. Bilfinger Berger SE earned balance-sheet profits of €247.02m last business year. Of the profits, €1,50.08m is to be paid out as dividend and €96.95m carried forward to a new account. The company is in future to be renamed Bilfinger SE. The profit-transfer agreements between Bilfinger Berger E and Bilfinger Berger Venture Capital GmbH and Bilfinger Berger Infrastructure GmbH in favour of Bilfinger Berger SE are to be approved.
SGL CARBON	10.05.2012	ord. AGM	65189 Wiesbaden	kurhausplatz1, im Kurhaus Wiesbaden	10:00	29.03.2012
	The Agenda for the ordinary AGM of SGL CARBON SE starts with the usual items, like presentation of annual accounts and discharge to the company bodies. SGL CARBON SE earned balance-sheet profits of €20m last business year. Of the profits, €14.06m is to be paid out as dividend and €5.94m carried forward to a new account. The existing Authorized Capital is to be replaced by a new one of €52.23m, with the possibility of excluding subscription rights. Additionally, several charter amendments are to be decided.
Fraport	11.05.2012	ord. AGM	65929 Frankfurt am Main	Pfaffenwiese, in der Jahrhunderhalle Frankfurt	10:00	30.03.2012
	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 €115.44m last business year. Of the profits, €114.85m is to be paid out as dividend and €0.59m allocated to reserves. Supervisory Board pay is to be adjusted. Prof. Dr. -Ing. Katja Windt is to be elected to the Supervisory Board.
ProSiebenSat.1 Media	15.05.2012	ord. AGM	80809 München	Toni-Merkens-Weg 4, in den Räumen der Event-Arena	10:00	03.04.2012
	The Agenda for the ordinary AGM of ProSiebenSat.1 Media AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. ProSiebenSat.1 Media AG earned balance-sheet profits of €3,047.37m last business year. Of the profits, €244.87m is to be paid out as dividend and €2,802.51m carried forward to a new account. 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. The existing authorization to acquire own shares or to repurchase shares using derivatives is to be cancelled. A Resolution authorizing the use of derivatives in connection with the acquisition of own shares, excluding subscription or tendering rights of shareholders, is to be taken. In addition, the control and profit-transfer agreement between ProSiebenSat.1 Media AG and ProSiebenSat. 1 Welt GmbH World GmbH in favour of ProSiebenSat.1 Media AG is to be approved.
Symrise	15.05.2012	ord. AGM	37603 Holzminden	Sollingstraße 101, in der Stadthalle Holzminden	10:00	02.04.2012
	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 €109m last business year. Of the profits, €73.27m is to be paid out as dividend and €35.73m carried forward to a new account. Dr. Winfried Steeger is to be elected to the Supervisory Board. The remuneration system for board members is to be approved.
LEONI	16.05.2012	ord. AGM	90471 Nürnberg	Messezentrum, in der Frankenhalle der NürnbergMesse GmbH	10:00	04.04.2012
	The Agenda for the ordinary AGM of LEONI AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. LEONI AG earned balance-sheet profits of €50.78m last business year. Of the profits, €49m is to be paid out as dividend and €1.78m carried forward to a new account. The existing Authorized Capital is to be replaced by a new one of €16.33m. Elections to the Supervisory Board are to be held. Additionally, several charter amendments are to be decided.
Celesio	16.05.2012	ord. AGM	70372 Stuttgart	Mercedesstraße 69, in der Porsche-Arena	10:00	02.04.2012
	The Agenda for the ordinary AGM of Celesio AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. Celesio AG earned balance-sheet profits of €85.95m last business year. Of the profits, €42.53m is to be paid out as dividend and €43.43m carried forward to a new account. Dr. Florian Funck is to be elected to the Supervisory Board. The existing Authorized Capital is to be replaced by a new one of €43.55m. 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.
RATIONAL	16.05.2012	ord. AGM	86159 Augsburg	Am Messezentrum 5, in der Messe Augsburg, Schwabenhalle	10:00	02.04.2012
	The Agenda for the ordinary AGM of RATIONAL AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. RATIONAL AG earned balance-sheet profits of €133.08m last business year. Of the profits, €62.54m is to be paid out as dividend and €70.55m carried forward to a new account. Furthermore, the control and profit-transfer agreement between RATIONAL AG and RATIONAL Dienstleistungsgesellschaft mbH in favour of RATIONAL AG is to be agreed.
WACKER CHEMIE	16.05.2012	ord. AGM	81829 München	Am Messesee, im internationalen Congress Center München (ICM), auf dem Messegelände München-Riem	10:00	29.03.2012
	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 €978.72m last business year. Of the profits, €109.29m is to be paid out as dividend, €230m allocated to reserves and €639.42m carried forward to a new account.
Vossloh	23.05.2012	ord. AGM	40474 Düsseldorf	Stockumer Kirchstraße 61, im Congress Center Düsseldorf Ost (CCD)	10:00	10.04.2012
	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 €49.89m last business year. Of the profits, €29.98m is to be paid out as dividend and €19.9m carried forward to a new account.
Aareal Bank	23.05.2012	ord. AGM	65189 Wiesbaden	Kurhausplatz, im Kurhaus	10:30	12.04.2012
	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 profits of €10m are to be fully allocated to reserves. The existing Authorized Capital is to be replaced by a new one of €89.76m. The remuneration system for board members is to be approved. A Resolution on an amendment to allow postal voting is to be taken.
Salzgitter	24.05.2012	ord. AGM	38102 Braunschweig	Leonhardplatz, in der Stadthalle Braunschweig	11:00	16.04.2012
	The Agenda for the ordinary AGM of Salzgitter AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. Salzgitter AG earned balance-sheet profits of €27.1m last business year. Of the profits, €27.04m is to be paid out as dividend and €0.06m carried forward to a new account. The existing Authorized Capital is to be replaced by a new one of €80.81m. Furthermore, the company is to be authorized to issue option and convertible bonds and dividend rights and/or profit participation bonds or a combination of these instruments, with the possibility of excluding subscription rights. For this, conditional capital of €8.81m is to be kept available (Conditional Capital 2012). Conditional Capital 2010 is to be cancelled. Additionally, several charter amendments are to be decided.
Klöckner & Co	25.05.2012	ord. AGM	40474 Düsseldorf	Stockumer Straße 61, im Congress Center Düsseldorf (CCD Ost), Messe Düsseldorf	10:30	13.04.2012
	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 €13.48m are to be fully allocated to reserves. Elections to the Supervisory Board are to be held. A new authorized capital of €124.69 million is to be created. The company is again to be authorized to purchase its own shares and use them. In connection with the acquisition of own shares authorization to use equity derivatives is to be decided. Additionally, several charter amendments are to be decided.
STADA Arzneimittel	30.05.2012	ord. AGM	60327 Frankfurt am Main	Ludwig-Erhard-Anlage 1, Congress Center Messe Frankfurt, Congress Ebene 2, Saal Harmonie	10:00	20.04.2012
	The Agenda for the ordinary AGM of STADA Arzneimittel AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. STADA Arzneimittel AG earned balance-sheet profits of €23.32m last business year. Of the profits, €21.78m is to be paid out as dividend and €1.53m carried forward to a new account.
BayWa	30.05.2012	ord. AGM	81823 München	ICM Internationales Congress Center München, Messegelände	10:00	17.04.2012
	The Agenda for the ordinary AGM of BayWa AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. BayWa AG earned balance-sheet profits of €20.53m last business year. The profits are to be fully paid out as dividend.
GERRY WEBER	05.06.2012	ord. AGM	33790 Halle/Westfalen	Weststraße 14, im GERRY-WEBER Event-Center, am GERRY WEBER Stadion	10:00	27.04.2012
	The Agenda for the ordinary AGM of GERRY WEBER International AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. GERRY WEBER International AG earned balance-sheet profits of €48.27m last business year. Of the profits, €29.34m is to be paid out as dividend and €18.43m carried forward to a new account.
Deutsche Wohnen	06.06.2012	ord. AGM	60311 Frankfurt am Main	taunustor 2, Japan center, Taunustor Conference-Center	10:30	17.04.2012
	The Agenda for the ordinary AGM of Deutsche Wohnen AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. Deutsche Wohnen AG earned balance-sheet profits of €223.53m last business year. The profits are to be fully paid out as dividend. Dr. h.c. Wolfgang Clement is to be elected to the Supervisory Board. A new authorized capital of €51.15 million (Authorized Capital 2012), with the possibility of excluding subscription rights, is to be created. The existing Authorized Capital is to be cancelled. A new authorization to issue convertible bonds, option bonds and/or participation rightswith conversion or option rights, or a combination of these instruments, is to be conferred. For this, conditional capital of €25.58m is to be kept available. The existing authorization to issue convertible and option bonds and Conditional Capital 2011 are to be cancelled. Supervisory Board pay is to be adjusted. An approval of outside shareholders in accordance with §302(3), third sentence, AktG on a settlement between the Company and RREEF Management GmbH is to be secured. Additionally, several charter amendments are to be decided.
KUKA	06.06.2012	ord. AGM	86159 Augsburg	Gögginger Straße 10, im Kongresszentrum Kongress am Park Augsburg (Kongresshalle)	10:00	19.04.2012
	The Agenda for the ordinary AGM of KUKA AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. The existing conditional capital is to be cancelled (amendments; repeal of § 4(6) of the Charter).
KRONES	13.06.2012	ord. AGM	93073 Neutraubling	Regensburger Straße 9, in der Stadthalle Neutraubling	14:00	30.04.2012
	The Agenda for the ordinary AGM of KRONES AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. KRONES AG earned balance-sheet profits of €23.2m last business year. Of the profits, €18.1m is to be paid out as dividend and €5.1m carried forward to a new account. Ms. Petra Schadeberg-Herrmann is to be elected to the Supervisory Board.
TecDAX
PSI	03.05.2012	ord. AGM	10623 Berlin	Fasanenstraße 85, Im Konferenzzentrum im Ludwig Erhard Haus	10:00	23.03.2012
	The Agenda for the ordinary AGM of PSI AG für Produkte und Systeme der Informationstechnologie starts with the usual items, like presentation of annual accounts and discharge to the company bodies. PSI AG für Produkte und Systeme der Informationstechnologie earned balance-sheet profits of €6.11m last business year. Of the profits, €3.923m is to be paid out as dividend and €2.19m allocated to reserves.
Software	04.05.2012	ord. AGM	64283 Darmstadt	Schlossgraben 1, im darmstadtium - Wissenschafts- und Kongresszentrum	10:00	28.03.2012
	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 €195.61m last business year. Of the profits, €39.91m is to be paid out as dividend, €1.97m allocated to reserves and €153.74m carried forward to a new account. The existing conditional capital of €0.750 million is to be reduced to €0.055 million. In addition, the conditional capital for issuing stock options to board members and executivesis to be increased to €8.68 million. The changes to the control and profit-transfer agreements between Software AG and SAG Deutschland GmbH, SAG Consulting GmbH and IDS Scheer ConsultingGmbH are to be approved. Supervisory Board pay is to be adjusted. Additionally, several charter amendments are to be decided.
Drägerwerk	04.05.2012	ord. AGM	23554 Lübeck	Willy-Brandt-Allee 10, in der Lübecker Musik- und Kongresshalle	10:00	21.03.2012
	The Agenda for the ordinary AGM of Drägerwerk AG & Co. KGaA starts with the usual items, like presentation of annual accounts and discharge to the company bodies. Drägerwerk AG & Co. KGaA earned balance-sheet profits of €158.22m last business year. Of the profits, €2.53m is to be paid out as dividend and €155.69m carried forward to a new account. The company is to be authorized to purchase its own shares and use them, possibly excluding shareholders’ and tendering rights on purchase and subscription rights on sale.
freenet	09.05.2012	ord. AGM	20355 Hamburg	Am Dammtor/Marseiller Straße, im Congress Center Hamburg, Saal G	10:00	02.04.2012
	The Agenda for the ordinary AGM of freenet AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. freenet AG earned balance-sheet profits of €506.79m last business year. Of the profits, €128.01m is to be paid out as dividend and €378.78m carried forward to a new account. Elections to the Supervisory Board are to be held. The existing Authorized Capital is to be replaced by a new one of €12.8m. The Authorized Capitals 2005, 2009 and the existing conditional capital are to be cancelled. Additionally, several charter amendments are to be decided.
AIXTRON	16.05.2012	ord. AGM	52062 Aachen	Monheimsallee 48, im Eurogress Aachen	10:00	29.03.2012
	The Agenda for the ordinary AGM of AIXTRON SE starts with the usual items, like presentation of annual accounts and discharge to the company bodies. AIXTRON SE earned balance-sheet profits of €76.98m last business year. Of the profits, €25.45m is to be paid out as dividend and €51.54m carried forward to a new account. A new Authorized capital of €10.42 million is to be created. Furthermore, the company is to be authorized to issue option and convertible bonds. For this, conditional capital of €40.72m is to be kept available (Conditional Capital I 2012). The existing Conditional Capital (Conditional Capital I 2007) is to be cancelled. A Resolution authorizing and approving the issue of stock options is to be taken. For operation of the AIXTRON Stock Option Plan 2012, conditional capital in the amount of €4.21 million (Conditional Capital II 2012) is to be created. Additionally, several charter amendments are to be decided.
QSC	16.05.2012	ord. AGM	50667 Köln	Martinstraße 29-37, im Gürzenich in Köln	10:00	02.04.2012
	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. QSC AG earned balance-sheet profits of €17.6m last business year. Of the profits, €10.98m is to be paid out as dividend and €6.62m carried forward to a new account. A resolution authorizing the issuance of convertible bonds to members of the Bosard, members of the managements of affiliated companies and employees of QSC AG and affiliated companies is to be taken. For this, a conditional capital of €5 million (Conditional Capital VIII) is to be created. Furthermore, the control and profit-transfer agreement between QSC AG and INFO Gesellschaft für Informationssysteme Holding Aktiengesellschaft in favour of of QSC AG is to be approved. Supervisory Board pay is to be adjusted. The remuneration system for board members is to be approved. Additionally, several charter amendments are to be decided.
STRATEC Biomedical	16.05.2012	ord. AGM	75172 Pforzheim	Am Waisenhausplatz 1-3, im CongressCentrum Pforzheim, Mittlerer Saal	14:00	05.04.2012
	The Agenda for the ordinary AGM of STRATEC Biomedical AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. STRATEC Biomedical AG earned balance-sheet profits of €26.25m last business year. Of the profits, €6.41m is to be paid out as dividend and €19.83m carried forward to a new account.
Pfeiffer Vacuum	22.05.2012	ord. AGM	35578 Wetzlar	Brühlsbachstarße 2B, in der Stadthalle	14:00	13.04.2012
	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 €99.18m last business year. Of the profits, €31.08m is to be paid out as dividend and €68.09m carried forward to a new account.
SMA Solar	22.05.2012	ord. AGM	34119 Kassel	Friedrich-Ebert-Straße 152, im Kongress Palais Kassel - Stadthalle	10:00	05.04.2012
	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 €569.28m last business year. Of the profits, €45.11m is to be paid out as dividend and €524.17m carried forward to a new account.
ADVA Optical	24.05.2012	ord. AGM	98617 Meiningen	Georgstraße 1, im Hotel Sächsischer Hof	11:00	16.04.2012
	The Agenda for the ordinary AGM of ADVA AG Optical Networking AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. The balance-sheet profits of €3.13m are to be carried forward in full to a new account. Supervisory Board pay is to be adjusted. Authorized Capital 2009/I is to be cancelled. A new Authorized Capital of €22.4m, with the possibility of excluding subscription rights, is to be created. A Resolution on the partial cancellation of Conditional Capital 2003/2008 is to be taken (reduction to €2.82 million). In addition, the existing authorization for the issue of stock option rights (Stock Option Program 2011) is to be expanded. Conditional Capital 2011/I is to be increased to €1.93 million. An adaptation of the authorization to purchase and use own shares is to be decided. A Resolution on the conversion of ADVA AG Optical Networking into a European Company (Societas Europaea, SE) is to be taken. Elections to the Supervisory Board are to be held. Additionally, several charter amendments are to be decided.
SolarWorld	24.05.2012	ord. AGM	53113 Bonn	Platz der Vereinten Nationen 2, im World Conference Center Bonn (WCCB), Plenarsaal	11:00	05.04.2012
	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 €10.05m last business year. Of the profits, €9.97m is to be paid out as dividend and €0.08m allocated to reserves.
euromicron	25.05.2012	ord. AGM	60311 Frankfurt am Main	Große Gallusstraße 19, im Auditoriumder Commerzbank AG	10:30	17.04.2012
	The Agenda for the ordinary AGM of euromicron AG communication & control technology starts with the usual items, like presentation of annual accounts and discharge to the company bodies. euromicron AG communication & control technology earned balance-sheet profits of €10.25m last business year. Of the profits, €7.66m is to be paid out as dividend and €2.59m carried forward to a new account. Postal voting is in future to be possible. In addition, the control and profit-transfer agreement between euromicron AG communication & control technology and euromicron international services GmbH in favour of euromicron AG communication & control technology is to be approved. Additionally, several charter amendments are to be decided.
Drillisch	25.05.2012	ord. AGM	60313 Frankfurt am Main	Opernplatz 1, in der Alten Oper Frankfurt	10:00	17.04.2012
	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 €107.88m last business year. Of the profits, €36.16m is to be paid out as dividend and €71.72m carried forward to a new account. Dr. Susanne Rückert is to be elected to the Supervisory Board.
United Internet	31.05.2012	ord. AGM	60313 Frankfurt am Main	Opernplatz 1, in der Alten Oper, Mozartsaal	11:00	13.04.2012
	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 €455.74m last business year. Of the profits, €58.13m is to be paid out as dividend, €250m allocated to reserves and €147.61m carried forward to a new account. The company is to be authorized to purchase its own shares and use them, possibly excluding shareholders’ subscription and tendering rights. In addition, the profit-transfer agreements between United Internet AG and 1&1 Internet Service Holding GmbH, 1&1 Corporate Services GmbH and 1&1 Access Holding GmbH in favour of of United Internet AG are to be approved.
MorphoSys	31.05.2012	ord. AGM	80636 München	Lazarettstraße 33, im Konferenzzentrum München, Hanns-Seidel-Stiftung	10:00	18.04.2012
	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 balance-sheet profits of €3.11m are to be carried forward in full to a new account. Elections to the Supervisory Board are to be held. New Authorized Capitals, with the possibility of excluding the subscription right, in the amount of €9.24 million (Authorized Capital 2012/I) and in the amount of €2.31 million (Authorized Capital 2012/II) are to be created. The existing Authorized Capitals 2008/I and 2008/II are to be cancelled. Supervisory Board pay is to be adjusted. Additionally, several charter amendments are to be decided.
Nordex	05.06.2012	ord. AGM	18055 Rostock	Lange Straße 40, im Konferenzzentrum des Radisson Blu Hotels	11:00	25.04.2012
	The Agenda for the ordinary AGM of Nordex SE starts with the usual items, like presentation of annual accounts and discharge to the company bodies. Supervisory Board pay is to be adjusted.
Kontron	06.06.2012	ord. AGM	85356 Freising	Luitpoldanlage 1, in derr Luitpoldhalle	10:00	27.04.2012
	The Agenda for the ordinary AGM of Kontron AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. Kontron AG earned balance-sheet profits of €17.93m last business year. Of the profits, €11.11m is to be paid out as dividend and €6.8m carried forward to a new account. The remuneration system for board members is to be approved.
JENOPTIK	06.06.2012	ord. AGM	99423 Weimar	UNESCO-Platz 1, im congress centrum weimarhalle	11:00	25.04.2012
	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. JENOPTIK AG earned balance-sheet profits of €18.83m last business year. Of the profits, €8.59m is to be paid out as dividend and €10.24m carried forward to a new account. Supervisory Board pay is to be adjusted. Elections to the Supervisory Board are to be held.

 

 

 

 

People

The appointed successor to Personnel Director Alwin Fitting, Uwe Tigges, will already join the Executive Board of RWE on 1 January 2013. The Supervisory Board member, and still Works Council chairman, of the energy group then takes over the personnel department three months later.

SAP has appointed Lars Dalgaard to its currently five-member board. The founder of SuccessFactors takes on the promising cloud business at the DAX group. Earlier, the Dane had ousted Peter Lorenz as cloud chief. The founder of the U.S. software manufacturer was specifically suggested by Hasso Plattner. The Walldorf firm paid $3.4 billion at the beginning of the year to tskr ovrr the American cloud specialists.

 

 

 

Campus

BCCG measures Code climate

41 percent of German stock corporations see themselves under pressure from the actually voluntary rules of the German Corporate Governance Code (the DCGK). The public, and especially shareholder services and proxy companies, increased the general attitude of expectation, which often rated companies too schematically. These are the findings of a survey by the Berlin Center of Corporate Governance (BCCG) among 487 Board and Supervisory Board Chairmen written to from October 2011 through February, of whom 211 responded.

The Code, which came into force in 2002, had nonetheless fulfilled its mission to improve corporate governance and improve the reputation of German companies abroad, said 71 percent of the Supervisory Board members and 62 percent of the corporate executives, the report continues. In DAX, MDAX and TecDAX companies the average acceptance had even been higher.

A bone of contention in the study, led by Axel von Werder, was that more criticism of the Code was occurring; the BCCG showed itself a little surprised at the openness of those affected by the regulation. Especially the women's quota, much discussed publicly, earned critical voices. Nearly two-thirds of respondents (63.3 percent) voted for the retention of voluntary schemes, instead of abandoning them by law to, for example, the Federal Ministry of Justice. This approach was suggested by about half of the participants. Around 52 percent also felt the Code requirements were being changed too often. Nearly 88 percent want to keep the current system of recommendations and suggestions.

Spread of Supervisory Board Chiefs’ remuneration widens

According to calculations by Hostettler, Kramarsch & Partner (HKP), the remuneration of DAX Supervisory Board chairs grew in 2011 by nine percent to an average of €314,000, which is the highest value determined by the consulting firm since 2006. At Allianz, it soared by 63 percent to around €366,800 and at BMW by 45 percent to about €505,000. In contrast, at Lufthansa and RWE the pay dropped by 53 percent to around €175,000, and by 29 percent to just under €250,000.

As with executive compensation, Volkswagen is also leader for Supervisory Board remuneration: Piëch gets €850,000 annual salary (VW CEO Winterkorn tops the executives at almost 17.5 million euros). Bottom among Supervisory Board chairs is Fritz Jürgen Heckmann of HeidelbergCement with ”only” 130,000 euros.

Overall, the chairmen benefited from higher corporate profits. In contrast to executive pay, which increased by eight percent on average in 2011, the Supervisory Board chiefs did not come under criticism for it. Kramarsch instead presents the opinion that Supervisory Board pay has grown steadily in recent years along with the responsibility of the supervisory body. HKP sees the gap between top and “low” earners as more problematic. It had widened from a factor of five in 2010 to 6.5. Thus, there was pent-up demand in the lower third.

 

 

 

 

 

Director's Dealings

 

Company	Person	Function	Buy / Sell	Total value in Euro	Number of shares	Datum
Beiersdorf AG	Ellen-Brigitta Heidenreich		B	4.995.707	103.185	04.04.2012
Brenntag AG	Doreen Nowotne	SB	B	40.163	450	26.-29.03.2012
Brenntag AG	Dr. Andreas Rittstieg	SB	B	40.070	452	26.03.2012
Brenntag AG	Dr. Thomas Ludwig	SB	B	44.991	500	26.03.2012
Brenntag AG	Stefan Zuschke	SB-Head	B	41.735	470	26.-29.03.2012
Brenntag AG	Stephen R. Clark	SB	B	20.619	225	30.03.2012
Carl Zeiss Meditec AG	Dr. Michael Kaschke	SB-Head	S	19.455	1.000	02.-18.04.2012
Carl Zeiss Meditec AG	Sylivia Kaschke		S	19.430	1.000	02.-18.04.2012
Deutsche Telekom AG	Dr. Manfred Wilhelm Balz	MB	B	86.800	10.000	18.04.2012
Deutsche Telekom AG	Reinhard Clemens	MB	B	209.739	24.150	18.04.2012
Deutsche Telekom AG	René Obermann	MB-Head	B	491.394	57.000	18.04.2012
Deutsche Telekom AG	Timotheus Höttges	MB	B	134.091	15.587	18.04.2012
Deutsche Wohnen AG	Helmut Ullrich	MB	S	136.937	12.438	11.-12.04.2012
Henkel AG & Co. KGaA	Winfried Zander	SB	S	10.586	193	27.03.2012
Klöckner & Co SE	Dr. Michael Rogowski	SB	S	49.725	1	03.04.2012
LANXESS Aktiengesellschaft	Axel Heitmann	MB-Head	B	274.563	4.780	10.04.2012
LANXESS Aktiengesellschaft	Bernhard Düttmann	MB	B	29.425	500	10.04.2012
METRO AG	Peter Küpfer	SB	B	880.119	35.000	19.-24.04.2012
METRO AG	Frans W. H. Muller	MB	B	44.280	1.500	29.03.2012
Münchener Rück	Georg Daschner	MB	S	100.347	911	05.04.2012
ProSiebenSat.1 Media AG	Thomas Ebeling	MB-Head	S	967.497	49.797	26.-27.03.2012
PSI	Dr. Harald Schrimpf	MB	B	3.878	250	19.04.2012
QSC AG	Thomas Stoek	MB	B	25.017	11.600	30.03.2012
RATIONAL Aktiengesellschaft	Gabriella Meister		S	602.227	3.153	19.04.2012
RWE Aktiengesellschaft	Roger Graef	SB	B	31.090	1.000	20.04.2012
SGL CARBON SE	Armin Horst Bruch	MB	B	316.798	8.939	02.04.2012
SGL CARBON SE	Gerd Wingefeld	MB	B	316.798	8.939	02.04.2012
SGL CARBON SE	Jürgen Otto Walter Muth	MB	B	264.028	7.450	02.04.2012
SGL CARBON SE	Robert J. Koehler	MB-Head	B	482.409	13.612	02.04.2012
SGL CARBON SE	Robert J. Koehler	MB-Head	S	96.453	2.735	30.03.2012
SGL CARBON SE	Theodore H. Breyer	MB	B	370.525	10.455	02.04.2012
SMA Solar Technology AG	Dr. Erik Ehrentraut	SB	B	49.875	1.500	03.04.2012
Süss MicroTec AG	Frank P. Averdung	MB-Head	B	12.060	1.200	10.04.2012
Süss MicroTec AG	Michael Knopp	MB	B	10.500	1.000	04.04.2012
Wacker Chemie AG	Dr. Rudolf Staudigl	MB-Head	B	61.918	1.000	04.04.2012
XING AG	Dr. Helmut Becker	MB	Exercising an Option	266.213	5.000	02.04.2012
XING AG	Dr. Stefan Groß-Selbeck	MB-Head	Exercising an Option	532.053	10.000	02.-03.04.2012

 

 

 

VIPsight Shareholders

in April

Shares held by capital investment companies:

*Changes from previous month, percent

VIPsight Shareholder ID <click here>