VIPsight - July 2015

COMPANIES

Stada AGM: palpable hostility

The Supervisory Board of STADA Arzneimittel came under heavy fire during the AGM for the fees paid out to the executive board. The bone of contention was the new retribution package approved in March by the Supervisory Board, but not only that. The spark that set the haystack on fire was struck – and not for the first time – by the pharma group’s CEO Hartmut Retzlaff and his pension rights claims. His demands are little short of astronomical. STADA set up a pension fund for Retzlaff into which to date it has paid 32 million Euros, expenses included. Management attempted to sidestep the issue by deleting the agenda point approving management pay the day before it was due to be discussed, because of complaints by shareholder representatives and proxy voters that they had insufficient documentation to weigh the matter up. Christian Strenger was particularly critical; he had tabled private motions not only against discharging the executive and Supervisory Boards, but also demanding a special audit on the appropriateness of the emoluments paid to the executive board. The Corporate Governance expert points out that the dip in STADA’s performance compared to the targets set out is a result of the executive board’s having ignored the presence of risks that were obvious to all. The executive board continues to radiate great optimism instead of analysing the effects of the crisis in Ukraine and thus explore alternative avenues. The way things stand, shareholders are continuing to bear the burden of the losses incurred.

PNE: Gloves off and no holds barred

It’s a cliff-hanger – the shareholders’ general meeting of Prime Standard-listed wind-farm planner PNE Wind AG ended in such total chaos in mid-June that the police had to be called in. Thirty years of company records have to be sifted through to find a parallel, which then led to the resignation of the AVA Supervisory Board chair.

It all began with a squabble involving the major shareholders, the executive board and the Supervisory Board. In the lead-up to the AGM, Volker Friedrich, major shareholder and former head of WKN Deutschland, was critical of the earnings of the members of the executive and Supervisory Boards.

Despite the disappointingly poor results in company performance lately Supervisory Board fees have all but doubled over the last three years. Friedrichsen spotlights Supervisory Board chair Dieter Kuprian who pocketed a total of 341,000 Euros as head controller of PNE and its subsidiary WKN. Executive board chair, Martin Billhardt’s fee for 2014 was 1.36 million Euros. With 400 staff, the company generated a turnover of some 210 million Euros.

The executive board, on the other hand, accuses Friedrichsen of inflating the value of the WKN AG projects when he sold his company. This allegedly swung the price of the transaction in his favour. PNE is now suing for damages and demands Friedrichsen’s resignation from the Supervisory Board.

During the AGM, Friedrichsen allegedly called for an official warning to be served on three Supervisory Board members DieterKuprian, Peter Fischer and Reza Abhari, for not keeping the executive board sufficiently at arm’s length. The executive board, instead, is moving to have Friedrichsen and his allies Astrid Zielke and Peter Baron von le Fort removed.

At this juncture another major shareholder, Deutsche Balaton AG, applied for the mandates of the Supervisory Board’s members criticised by Friedrichsen to be revoked, and is requesting more information on new Supervisory Board candidates proposed by the executive board.

In the meantime, tempers were getting very frayed. Come late evening, investors were voting on motions and counter-motions surrounding official warnings to be served on members of the Supervisory Board. Shortly after midnight, however, and before results were declared and officialised, executive board chair Bilhardt declared the meeting over since it was no longer in the calendar day of the agenda and thus risked nullifying the resolutions passed. It is not altogether clear why the result had not come through before midnight but in order to safeguard the resolutions officialised, a number of shareholders called in the police.

The summons for a new shareholders’ meeting will soon be issued. Deutsche Balaton AG is calling for a rejection of the two boards’ application for discharge of liability, and for a warning to be served on all members of the Supervisory Board. Furthermore it is to press for a smaller, six-member Supervisory Board, each of whom will earn a fixed yearly fee of 25,000 Euros.

Greiffenberg: relief

After a particularly lacklustre beginning, industrial holding company Greiffenberger AG specialised in drive technology and pipeline renovation can now stop holding its breath. In this year’s first quarter, the General Standard-listed concern was expecting a turnover 8 percent down on last year. Over April and May, however, turnover saw a boost that brought first quarter sales close to 60 million Euros, compared to last year’s 63 million Euros. Furthermore, the company reports that its order portfolio has grown by leaps and bounds over the past few weeks and now tips the scales at 63 million Euros. Greiffenberger’s executive board is forecasting a resumption of growth this financial year and expects to achieve an Ebit and Ebitda comparable to 2013/2014.