VIPsight - January 2013
COMPANIES
Legal limit on port access
For the first time the Marco Polo, the CMA CGM shipping firm‘s container ship, has docked at the Burchardkai of HHLA (the Hamburg port company Hamburger Hafen und Logistik AG). The traditional shipping firm from Marseilles operates the world‘s largest container ship (54 x 396 meters), for 16,020 containers, which can reach the port but only without a full load. The reason for this restriction of the port of Hamburg‘s economy lies in the dispute over a long-delayed Elbe deepening - only with a deeper-dredged waterway can these mega-ships reach the harbour temporarily. AP Moeller Maersk of Denmark has the next generation under construction: a container ship for 18,000 containers.
<click here> for more informations (PDF)
Poison-Pill at the Kartellamt
The Asklepios hospital group, preventer of the acquisition of Rhӧn-Klinikum in 2012, cannot after a Bundeskartellamt (Federal Cartel Office) decision increase its stake above 10%. Against the Fresenius bid, Asklepios had bought over 5% of the shares, because Fresenius had among other things made a 90% minimum participation rate a condition. Both contenders thus failed because of the poison pill of the founder and old shareholder, the Münch family, in the statutes. The current Supervisory Board chairman Eugen Münch had as outgoing CEO installed this security against foreign influence; this veto was important to him then, but is now preventing his plans and those of the other shareholders alike.
Buhlmann's Corner
Cultural crisis and financial change – in 2013 will that become "crisis change"?
Since 9 October 2009 we have been living with the financial crisis and Angela Merkel's savings guarantee. It is not just since then that the German Chancellor, now nearly eight years in office, has been working on her personal European career – these days vigorously supported by the Bavarian CSU with its European cost-cutting programme. Her personal legacy from the German savings guarantee was eliminated on 13 December 2012 – not, say through Basel III equity requirements, but through the Nirvana of an EU deposit security. The blemish on this "only" supplementary regulatory world at EU level is the crisis change.
After all, German industry with any pride in itself spent the whole of 2012 in cultural transformation – confidence and trust was yesterday, today it is enough to showcase the culture shift. But did anyone really want to deal with the cultural crisis? After all, it was much more pleasant to promote open-ended change!
After a decade of 25% yield (the basis of calculation was a rather less relevant discussion item) Deutsche Bank shareholders had for the first time manfully denied discharge to the Supervisory Board, by 24.8%. Just imagine if that had been implemented on gender diversity – the Supervisory Board would have been denied discharge with the second half of female stockholders too, essentially because of a long-term lack of culture in the work of the Deutsche Bank Supervisory Board. Instead, Supervisory Board chair Clemens Börsig will now preside over the Bank’s Cultural Foundation – in every culture there are plenty of ancient proverbs questioning this innate contradiction.
The Deutsche Bank is in the midst of cultural change, you just have to give it time. Culture cannot be judged on a quarterly basis. However, the people in the bank need to be brought in too – culture is not anaemic.
MunichRe – another group under the supervisory control of the Achleitner family – is also living through cultural change. If it was still only natural in 2002 for the Executive Chairman to confirm his formal legal qualification within the meaning of § 100 AktG to the Commercial Register on the letterhead of the Board; now it is Bernd Peter Pitschetsrieder, steeped in all the cunning of the Board, that is to lead this Supervisory Board – he knows his stuff. Sometimes he led listed family companies like BMW; once he went through Ferdinand Piëch’s university of poor corporate governance at Volkswagen. Now he is to be vested with looking after ERGO Insurance Group as well as the post-crisis financial world of zero interest rates on the one hand, and supervision of the guaranteed-interest-rate commitment on the other. An exciting group: after all, it has a clear view into the world of insurers worldwide – not just under the red lights of Düsseldorf.
It's apparently no cultural crisis when Bilfinger (which suspended the Berger of the firm Bilfinger Berger in 2012) offers evidence that old politician Roland Koch, with his heterogeneous past, is now designing the service company’s new culture. Do we in this country perceive just how country-specific construction cultures are? Wasn’t Hochtief in its confrontation with ACS so self-obsessed that no one there grasped the field of conflict there was in Australia? In the bigger-earning half of the German Hochtief Group, Leighton in Australia, a man from far-off Essen had so dominated the group and also shaped its decline that ultimately in Sydney the Hochtief takeover was decided from ACS in Madrid. The poor transitional figures in Essen were still drawing the consequences (and their pensions) in 2012.
It is just so with Olaf Koch and the cultural rupture at Metro in the vacuum of the self-discovery process by Haniel, a centuries-old family company; it is so with Franz Koch, the youngster at Puma, who sank in his predecessor’s interregnum – the predecessor who also led the Supervisory Board for a time without a cooling-off period. And so it is now also in the particular case at ThyssenKrupp, in sight at last. Here the Supervisory Board chairman personally influenced German Corporate Governance very actively, which did not prevent him letting corporate governance at ThyssenKrupp become a blatant case (two former board members tolerated on the Supervisory Board, invented right of secondment etc.). In office, finally, he appointed executives and fired them too, yet on personnel decisions as well as (strategic) decisions on issues he never had any complaints. Neither on resolutions passed, nor on leadership nor even on compliance culture – each and everything was judged exactly the same way by at least two reviewers. The reports are in the business and on the table (?) of the Foundation, which is now led by the venerable Berthold Beitz (99 years old) and tomorrow by nominee Gerhard Cromme. With or without a ThyssenKrupp dividend ...
Cultural change in the financial crisis will fail as long as trust as a fundamental basis is not built up again. A trust culture with a compliance crisis would be the better way; the von Pierers and Wiedekings of this world could sing us a happier song about it than Martin Blessing (with his Commerzbank) or NN in the crisis change.
ACTIONS CORNER
In the Kirch case the Deutsche Bank and Rolf-E. Breuer have suffered a crushing defeat. The largest German financial institution was sentenced on 14 December 2012 to pay restitution. The court will determine the amount of the claims on the basis of two opinions. Judge Kotschy has talked so far of damages for Kirch of between 120 million and 1.5 billion euros. On 18 December 2012 Frankfurt Regional Court also annulled a number of resolutions of this year’s General Meeting. These include discharge to the Executive and the election of the present Board Chairman Paul Achleitner.
AGM Dates
| Company | Event | Date | Time | Place | Address | Published on |
| DAX | ||||||
| ThyssenKrupp AG | AGM | 18.01.2013 | 10:00 | 44791 Bochum | Stadionring 20, im RuhrCongress | 11.12.2012 |
| The Agenda for the ordinary AGM of ThyssenKrupp AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. Elections to theSupervisory Board are to be held. | ||||||
| Siemens AG | AGM | 23.01.2013 | 10:00 | 80809 München | Coubertinplatz, in der Olympiahalle am Olympiapark | 07.12.2012 |
| The Agenda for the ordinary AGM of Siemens AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. Siemens AG earned balance-sheet profits of €2,643m last business year. Of the profits, €2,528.25m is to be paid out as dividend and €114.75m carried forward to a new account. Elections to the Supervisory Board are to be held. A resolution on the approval of a settlement agreement with a former board member is to be taken. In addition the Spin-Off and Acquisition Agreement between Siemens Aktiengesellschaft and OSRAM Licht AG of 28 November 2012 is to be approved. Additionally, several charter amendments are to be decided.. | ||||||
| MDAX | ||||||
| TUI AG | AGM | 13.02.2013 | 10:30 | 30175 Hannover | Theodor-Heuss-Platz 1, in dem Hannover Congress Centrum | 04.01.2013 |
| The Agenda for the ordinary AGM of TUI AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. The net profit of €116.62 million is to be carried forward in full to a new account. The Authorized Capital adopted on 07 May 2008 under item 7 is to be repealed. A new Authorized Capital in the amount of €10m for issuing employee shares is to be created, with the option of excluding subscription rights. The Authorized Capital adopted on 07 May 2008 under item 8 is also to be repealed. A new Authorized Capital in the amount of €64m is to be created, likewise with the option of excluding subscription rights. The Company shall be newly authorized to buy own shares and use them, excluding shareholders' subscription and tendering rights, also for withdrawing own shares and reducing the share capital. The remuneration of the Supervisory Board is to be re-regulated. Elections to the Supervisory Board are to be held. | ||||||
| Wincor Nixdorf AG | AGM | 21.01.2013 | 11:00 | 33102 Paderborn | Schützenplatz 1, Schützenhof Paderborn, im Hansesaal | 07.12.2012 |
| The Agenda for the ordinary AGM of Wincor Nixdorf AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. Wincor Nixdorf AG earned balance-sheet profits of €190.01m last business year. Of the profits, €31.27m is to be paid out as dividend and €158,74m carried forward to a new account. Elections to the Supervisory Board are to be held. In addition, the Company shall be authorized to issue option and/or convertible bonds, profit participation rights and/or participating bonds (or combinations of these instruments), excluding subscription rights..For this, conditional capital of €10m (Conditional Capital II) is to be kept available Additionally, several charter amendments are to be decided.. | ||||||
People
Richard Pott retires at the end of May after 13 years on the Bayer Board and will be replaced by Michael Koenig, who is currently a member of the Executive Committee of Bayer MaterialScience and head of the Polycarbonates Business Unit. At its meeting on 14 December 2012 the Supervisory Board appointed the 49-year-old Koenig to the board of the holding company as from 1 April.
The Celesio Supervisory Board has, as expected, elected Stephan Gemkow as its new chairman. The Haniel chief succeeds Professor Jürgen Kluge, whom he had replaced in April as chief executive at the Duisburg family firm and who resigned on 18 December 2012. As the majority shareholder at the Stuttgart pharmaceutical wholesaler Haniel traditionally supplies the head of the supervisory body.
Hubertus Troska is Daimler's new China executive. The Supervisory Board of the carmaker appointed the 52-year-old to the office on 12 December 2012 as the eighth member of the board. Due to massive sales problems in China Daimler had created a new executive position for the biggest market of the future, and selected the Spaniard for the office. Troska has been with the car company since 1988.
René Obermann, head of Deutsche Telekom since the end of 2006, has surprisingly announced his retirement at the end of this year. Obermann wants in future to take on "more entrepreneurial tasks" and " move back closer to the operative business." Timotheus Höttges is to move up to the top management post from 1 January 2014. The DAX Group had announced the change in leadership on 20 December 2012.
Olaf Schermeier is to become a new board member with global responsibility for the newly created research and development post at Fresenius Medical Care (FMC) from 1 March. The dialysis specialist hopes that this decision will have a positive impact on its competitiveness. The manager has many years of experience in medical technology, FMC announced on 10 December 2012.
With Markus Hüllmann, the Board of the GEA Group will be significantly rejuvenated as of 1 April. The 44-year-old will for a transitional period of one to two years continue to lead the GEA Mechanical Equipment segment in a personal union. Niels Graugaard (65) retires at the next Annual General Meeting on 18 April. He is responsible for three of the machinery and equipment manufacturer’s six operating units.
Bernd Pischetsrieder is since 1 January the new chief supervisor of the Munich Reinsurance Company. Previously Hans-Jürgen Schinzler retired from his position as of 31 December 2012 on grounds of age. He had been CFO for 13 years, CEO for eleven, and in the past eight years headed the supervisory committee. The world's largest reinsurer announced this on 12 December.
After Jochen Zeitz had resigned from the Board of PUMA at the end of November, the Board of Directors around Jean-François Palus on 12 December 2012 also decided the departure of Franz Koch by mutual consent at the end of March. Who will be his successor is still open. Andy Koehler will be the new Chief Operating Officer of the sporting goods company, announced PUMA in Herzogenaurach.
At its meeting on 10 December 2012, the Supervisory Board of ThyssenKrupp, as expected, accepted the Personnel Committee proposal that the appointments of Olaf Berlien, Jürgen Claassen and Edwin Eichler should be ended with effect from 31 December 2012. With effect from 1 January Peer Steinbrück was replaced on the supervisory body by Ralf Nentwig . The 52-year-old engineer has from October 2000 been a Board Member of the Krupp Foundation.
Robert Hoffman became the third member of the board alongside Norbert Lang and Ralph Dommermuth at the turn of the year, United Internet announced on 19 December 2012. He will support CEO Dommermuth in strategic development and if necessary represent him. Hoffmann, born in 1969, is CEO of 1&1 and has worked in various board positions.
Tobias Ohler moved up to the Board of WACKER CHEMIE on 1 January. Wilhelm Sittenthaler resigned on 31 December 2012 for personal reasons and has retired from the chemical company, it said on 6 December 2012. After more than 30 years with the company the board member was not available for another term of office. His contract as Personnel Director would have expired in April.
Wincor Nixdorf is nominating Zvezdana Seeger for election to the Supervisory Board. She is to replace the outgoing chairman Karl-Heinz Stiller at the Annual General Meeting. Seeger is the first woman to be designated as a shareholder representative. She will not however run for the Presidency of the supervisory committee. The candidate for the Supervisory Board chair is not fixed yet.
Campus
Cartels on the up
The Bundeskartellamt (Federal Antitrust Authority) is turning up more and more illegal agreements. Fines totalling 248 million euros have been imposed by the competition authorities in 2012, through 14 cases for antitrust violations against entrepreneurs. The total sum was higher than the previous year’s by more than a quarter, or 55 million euros. The number of companies affected increased by a third, to 57 (previous year: 42). About half of the total, €124.5 million, was accounted for by the so-called rail cartel, in which rail manufacturers had joined forces for the purpose of agreements to the detriment of Deutsche Bank, the Kartellamt announced on 18 December 2012 in Bonn. The focus here is above all on ThyssenKrupp. The regulator had already identified the battered industrial group in its penalty notices in mid-2012 as the main culprits. In this affair further investigations are under way. In addition, the federal agency subjected 21 mergers, out of a total of about 1,200 merger notifications, to in-depth investigations. Four projects were barred, a further four abandoned by the parties themselves, and one merger was approved subject to conditions, the Office said.
Capital News
By issuing the last of three share tranches on 3 December 2012 the GEA Group drew a line under the appraisal proceedings against it, running since 1999 and completed before Dortmund District Court in January 2012 with a settlement. In this context, a total of 8,687,631 shares with dividend entitlement for the 2012 financial year have been re-issued. The proceedings concerned the 1999 control and profit-transfer agreement between Metallgesellschaft AG (legal successor of the GEA Group) and the former GEA AG, later merged into it. Pursuant to the settlement the machinery and equipment manufacturer has undertaken in accordance with the judicial proposal to grant increased compensation in shares and an increased guaranteed dividend.
Director's Dealings
| Company | Person | Function | Buy / Sell | Total value in Euro | Number of shares | Date |
| Aurubis AG | Schultek, Dr. Thomas | AR | V | 13.088 | 250 | 18.12.2012 |
| Carl Zeiss Meditec AG | Reim, Julia | V | 109.001 | 5000 | 07.12.2012 | |
| Daimler AG | Flegel, Dr. Prof. Heinrich | AR | A2 | 275.200 | 8000 | 12.12.2012 |
| Daimler AG | Flegel, Dr. Prof. Heinrich | AR | V | 318.240 | 8000 | 12.12.2012 |
| ElringKlinger AG | Lechler, Walter Herwarth | AR-Chef | V | 1.275.000 | 50000 | 28.12.2012 |
| ElringKlinger AG | Lechler GmbH | K | 10.532.673 | 413046 | 28.12.2012 | |
| ElringKlinger AG | Lechler GmbH | K | 1.275.000 | 50000 | 28.12.2012 | |
| ElringKlinger AG | Lechler International GmbH | V | 10.532.673 | 413046 | 28.12.2012 | |
| euromicron AG | Ortolf, Josef Martin | AR | K | 1.620 | 90 | 05.12.2012 |
| euromicron AG | Ortolf, Josef Martin | AR | K | 181 | 10 | 06.12.2012 |
| Fresenius Medical Care AG & Co. KGaA | Brosnan, Michael | VR | A2 | 122.443 | 2280 | 07.12.2012 |
| Fresenius Medical Care AG & Co. KGaA | Lipps, Dr. Ben J. | A2 | 10.773.294 | 199200 | 10.12.2012 | |
| Fresenius Medical Care AG & Co. KGaA | Lipps, Dr. Ben J. | K | 2.968.284 | 55000 | 11.12.2012 | |
| Fresenius Medical Care AG & Co. KGaA | Fuste, Roberto | VR | A2 | 258.666 | 4773 | 13.12.2012 |
| Fresenius SE & Co. KGaA | Schneider, Dr. Ulf M. | VR-Chef | A2 | 901.714 | 25800 | 03.12.2012 |
| GERRY WEBER INTERNATIONAL Aktiengesellschaft | Strätker, Doris | VR | K | 74.007 | 2000 | 03.12.2012 |
| GERRY WEBER INTERNATIONAL Aktiengesellschaft | Lippert, Klaus | AR | V | 5.731 | 150 | 07.12.2012 |
| GERRY WEBER INTERNATIONAL Aktiengesellschaft | R + U Weber GmbH & Co. KG | K | 283.167 | 7758 | 14.12.2012 | |
| HeidelbergCement AG | Scheifele, Dr. Bernd | VR-Chef | V | 1.059.000 | 1000000 | 04.12.2012 |
| HeidelbergCement AG | Hanfwerke Oberachern AG | V | 2.773.200 | 60000 | 19.12.2012 | |
| Henkel AG & Co. KGaA | Henkel, Christoph | A1 | 0 | 100000 | 13.12.2012 | |
| Henkel AG & Co. KGaA | Henkel, Christoph | K | 8.041.775 | 130189 | 13.12.2012 | |
| Henkel AG & Co. KGaA | Henkel, Christoph | V | 4.632.000 | 100000 | 21.12.2012 | |
| Henkel AG & Co. KGaA | Henkel, Christoph | V | 6.257.925 | 130189 | 21.12.2012 | |
| Infineon Technologies AG | Mayrhuber, Wolfgang | AR-Chef | K | 100.625 | 17500 | 06.12.2012 |
| K+S Aktiengesellschaft | Heidenreich, Heide | K | 16.710 | 500 | 07.01.2013 | |
| MERCK Kommanditgesellschaft auf Aktien | Kley, Dr. Karl-Ludwig | VR-Chef | K | 50.129 | 510 | 19.12.2012 |
| Münchener Rückversicherungs-Gesellschaft AG | Mayrhuber, Wolfgang | AR | K | 99.120 | 750 | 06.12.2012 |
| QIAGEN N.V. | Karobath, Manfred | AR | K | 62983 | 14000 | 03.01.2013 |
| QIAGEN N.V. | Karobath, Manfred | AR | V | 133512 | 9500 | 03.01.2013 |
| RATIONAL Aktiengesellschaft | KuGra GmbH & Co.KG | K | 5.014 | 23 | 07.01.2013 | |
| Siemens Aktiengesellschaft | Süß, Dr. Michael | VR | V | 236.349 | 2932 | 07.12.2012 |
| Siemens Aktiengesellschaft | Solmssen, Peter Y. | VR | V | 905.025 | 11000 | 13.12.2012 |
| Siemens Aktiengesellschaft | Solmssen, Peter Y. | VR | V | 120489 | 1500 | 13.12.2012 |
| TAG Immobilien AG | Albert Asmussen GmbH | V | 3.797 | 292077 | 06.12.2012 | |
| TAG Immobilien AG | Albert Asmussen GmbH | B2 | 36.000 | 4000 | 07.12.2012 | |
| TAG Immobilien AG | Elgeti, Rolf | VR-Chef | B2 | 269.955 | 29995 | 10.12.2012 |
| TAG Immobilien AG | Griesemann, Georg | VR | B2 | 2.610 | 290 | 10.12.2012 |
| TAG Immobilien AG | Hoyer, Claudia | VR | K | 18.200 | 2000 | 10.12.2012 |
| TAG Immobilien AG | Vaagt, Harboe | VR | K | 5.265 | 585 | 10.12.2012 |
| TAG Immobilien AG | Ristow, Dr. Lutz R. | AR-Chef | K | 30.488 | 3210 | 04.01.2013 |
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in December
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