Our Sponsors

VIPCoFCCGBroadridgeLink Market Services GmbHAHEADhermesDP DHLK+SSAPGeorgesonSuedzuckerWacker Chemie AGThomson ReutersEQS Group



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

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

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

  • written by local CG experts,
  • selected and structured by the Club of Florence,
  • financed by its initiator VIP and other sponsors with a background of “Equity and Advisory” interests.

VIPsight International

Article Index



Buhlmann's Corner

Who runs joint stock companies?

With things being as they should, the answer is The Supreme Sovereign – the assembled proprietors, the general meeting. It even looks good; the shareholders do their homework carefully, they meet and talk until the closing vote ends the event.

In Germany in 2013, we began to see fewer representatives of the capital side at shareholders’ meetings; one fifth fewer (and still falling). The reason seems to be a ruling (which incidentally very few know of and which still has to be reviewed by the country’s highest appeal court) which will bring the mean for next year to roughly what the average used to be.

So who triggered this oscillation in presences? The shareholders, this seems to be the most logical answer.

In actual fact, the guilty party would seem to be the providers. Due to the above-noted ruling they probably fear a grass roots shift in certain issues of responsibility. After lengthy discussions during the winter months and the sudden understanding that the legal issue cannot be clarified because one of the parties is bankrupt. So, are the decisions affecting the outcome of shareholders’ meetings, on who is present and who holds the majority, determined by providers and judges?

True, those who attend shareholders’ meetings talk about fundamental issues (too) as was the case with Lufthansa at the end of April where the date set for the shareholders’ meeting coincided with the CEO’s last day at work. It was highly appropriate that they discussed the profit situation five years hence – by then that same gentleman will be working for a pharmaceutical company,  and he, too, will glean his information about Lufthansa’s profit situation from newspapers.

By and large, what happens at a shareholders’ meeting today is that the capital representatives – anything between 1 to 9 percent – talk about dividends, discharging the company officials, voting for this or that to be added to or removed from the Articles of Association. The subsequent 4-6 hours are kept on their feet by a representation of 0.1% of shares, and I can’t help but wonder what the thought processes of those chairing the meeting (and their advisors) are.

Every motion is put to the vote. The shareholders present – in Germany, pick a number between 1 and 6000 – in turn represent roughly between one and two thirds of the share capital. All fine and democratic, if reality weren’t again something else.  Those in the know make use of a consultant or handler who softly softly brings forth the votes to be cast on the sly. In Germany these people hold between 40 and 90 percent in a single ballot and they vote as they have been told to vote. Obviously, they do not debate – or rather they cannot take part for fear of tiring themselves out and missing the vote.

Those with a passing interest in numbers may ask themselves from which part of the hall the last percentage voters emerge from. The answer lies in the attendance fee. When to participation is added attendance fee, voting knows no bounds. Indeed I shall never forget the time when the presences registered totalled 103%, and as such was duly and solemnly notarised and sealed (judex non potest…).  Indeed, the treasurer himself ordered payment to be made to more shares than actually existed. Was there perhaps instability in the depository?

And while we’re on the subject, there’s another issue that’s not whiter than white. Who gets to decide how much time has to go by before a former CEO, up for candidacy to a Supervisory Board has cooled off enough to be independent. Zero?, two?, ten years? I see a certain trend towards concentration in these decision findings too.

Whether it be the French co-ops, the Norwegian petroleum companies or even Blackrock & Co; I’m really happy that some people are standing up at last and expressing an opinion, whether or not the contribution to the debate lacks structure, with all kind of letters and press releases…

Oops ...  sorry what was the question again?