VIPsight - May 2011

COMPANIES

EADS seeks German shareholders

So far, meetings with the board are a privilege reserved to French shareholders of the European Aeronautic Defence and Space Company EADS. Independently of the general meeting, which is traditionally held at the firm’s formal headquarters in Amsterdam, the EADS grandees annually hold an information meeting on questions of French shareholders. Against the background that the German carmaker Daimler wants to reduce its current stake in EADS further, the Federal Government is considering taking some of Daimler’s shares, to preserve the delicate Franco-German balance. As an alternative, private investors are to be advertised to more. EADS is listed on the CAC 40 in France, but quoted in Germany only in the MDAX, as the headquarters of the group is abroad. Therefore, the aerospace giant has an estimated 600,000 small shareholders in France and only about 120,000 in Germany, most of them probably employees. To make the company palatable to private German shareholders, on 5 July Financial Officer Hans Peter Ring and the head of the defence division Cassidian, Stefan Zoller, want to answer investors’ questions. Also on board is shareholder association Deutsche Schutzvereinigung für Wertpapierbesitz (DSW), which wants to stir up German investor interest in EADS.

 

Hapag Lloyd in a difficult time

In late March, a “public offering on 15 April” still seemed within sight, or at least so the German media presented it. But then came the crisis in Japan and the uncertain situation in Libya, and there was no more talk of an IPO of the world's sixth-largest container-shipping company, Hapag Lloyd. In early April, the news agency Reuters surprisingly reported that the Omani government fund Onyx had taken a 15 percent share of the Hamburg shipping company. Hapag-Lloyd parent TUI castigates this as a hoax. It accepts that TUI had set a dual-check process on track: in consultation with the Albert Ballin consortium, both an IPO and the search for anchor investors were initiated. Accordingly, the Group was continuing talks with potential investors. The Frankfurter Allgemeine Zeitung mentions, besides Onyx, the Chinese conglomerate HNA. TUI, Europe’s largest tourism company, wants to reduce its involvement in the Hamburg company to around ten percent in the medium term. Currently the Hanoverians hold 49.8 percent of the shares. With effect from May, they have sold Hapag-Lloyd co-owner Klaus-Michael Kühne an 11.3 percent package. If the TUI stake in Hapag Lloyd continues to fall, the DAX group will have to pass its second seat on the board to Kühne’s logistics firm. An IPO long seemed the easiest way for a TUI exit. But in parallel, the search for new anchor investors always continued. What will come out at the end of the process is still open, a TUI spokesman told Insight. What is important for Hapag Lloyd is to pull new investors into coming capital increases. Only then could more ships be bought, to defy the competition.

 

Tognum shareholders reluctant

Tognum shareholders have time until 18 May to accept the joint bid by Daimler and Rolls Royce. The joint venture Engine Holding created for the purpose of the acquisition is offering shareholders of the engine specialists from Friedrichshafen €24. Thus, the offer is worth 3.2 billion euros. However, the Tognum view is that while welcome in principle, it is still far too low. Even shareholder Guy Wyser-Pratte refused to accept it. €24 was the price obtained at the 2007 IPO. Since early March, the Tognum share has been quoted at almost €26, well above the offer, and so to date only 0.03 percent had accepted the offer. Daimler already holds 28.4 percent of the Tognum shares and hopes that by the end of the offer period the necessary 50 percent plus one share will come together, so that the Engine Holding offer comes into play.

 

Deutsche Börse bides its time

NYSE CEO Duncan Niederauer defended the possible merger of NYSE Euronext and Deutsche Börse into the world's largest financial centre at the general meeting of the American market operator on 28 April. He again estimated the synergy potential at 400 million euros annually. The NYSE’s shareholders would still have to vote on the merger at a special meeting on 7 July. Many investors fear going under in the merged global exchange operator, and urged Niederauer also to hold talks with the Nasdaq, whose $11,300,000,000 hostile bid jointly with the Intercontinental Exchange is significantly higher than that of the Frankfurt market operator at 10.1 billion dollars. The two exchange operators would approach shareholders directly with the offer, it was stated on 28 April. The publication of the bid to Deutsche Börse shareholders, which has been before the Federal Financial Supervisory Authority (BaFin) for a permit since 12 April, was expected in early May, according to Börse chief Francioni. The acceptance period is to be ten weeks.

 

Takeover poker at Roth & Rau

For Meyer Burger, the planned complete acquisition of Roth & Rau could turn out more expensive than was thought. Black Forest solar company Rena has positioned itself as another opponent. But not only the Freiburg entrepreneur Jürgen Gutekunst is getting in the way of the Bernese Oberland business centre, with the April increase of his participation in the Saxon solar-installation builder to more than ten percent. The largely unknown Cypriot Investor KLK too has expanded its share of Roth & Rau to 5.19 percent in recent days. Gutekunst wants no influence over appointments to administrative, managerial and supervisory bodies, and KLK’s intentions were not hostile either, according to a spokesman. Meyer Burger has so far been offering €22 per share. However, demand and speculation on a higher bid has increased the market price of Roth & Rau shares to around €23.

 

 

 

Buhlmann's Corner

Europe goes green

Looking at the growing library of “green books”, you might think spring is promising a better future. But if you make the effort to read more than just headlines and Green Paper titles, you’ll see that Green Papers are so called not because green is the color of hope, but because they are written at the drawing board – the relation between practice and real life is almost completely missing.

If you find an interesting bit, then the content is not new – in 1977 (at that time still as SdK, shareholder association Schutzgemeinschaft der Kleinaktionäre) I wrote an opinion for the Bonn government that auditors should operate under the same responsibility not for 100 years, but a maximum of five to ten.

All this hardly helps to create shareholder will. Because it is still not shareholders but self-appointed mood setters that are responsible for the voting majorities in European shareholder meetings. The whole thing is alienated still further by the voting techniques and the chains of depositaries, which are more mysterious than transparent. Precisely for this reason it can and must be considered a success for VIP’s counter-motion at RWE to have been supported by an almost 30 percent share of the AGM.

The real aim of such Green Papers should be to force shareholders or their trustees to a documented opinion of their own. The investors, the so-called beneficials, should be trained to interrogate their managers of pension assets and investment capital about what opinion, if any, they have. Not just their green opinion, but also their ethical and economic opinion. It would be a success if there were not just calls for Camelot, but if a democratic King Arthur were in fact called to voting representation.

Is it really necessary that stock voting rights are observed only at home? That voting rights are treated as responsible only if it is so prescribed by law, and that even a single border crossing in the not yet grown together Europe means the end of any shareholder democracy? Shareholder democracy is not decided by quotas in company bodies nor by dividend amount. Shareholder democracy without the people and their agents is simply bloodless.

 

 

 

ACTIONS CORNER

Deutsche Bank was acquitted in the Parmalat insolvency trial. Handelsblatt reported this on 18 April on its website. According to a Milan court the four banks indicted (also including Citigroup, Bank of America and Morgan Stanley) were responsible for neither the financial collapse of the Italian food group in 2003, nor wrong messages to the market. According to Handelsblatt, the bank managers accused by the prosecution and threatened with prison sentences are thus not guilty. The judge’s reasoning has not yet been published.

 

In the years-long trial over compensation claims between Leo Kirch and Deutsche Bank, the court has cited Josef Ackermann as a witness. “Both former Executive Board members of Deutsche Bank as well as those belonging to this body then and now should be heard,” said the Munich Higher Regional Court. A judiciary spokesman confirmed that Ackermann was among these. The CEO on the witness stand is not the only celebrity: Friede Springer is also on the court’s list. The hearings are scheduled for May and June.

 

The Bundesgerichtshof (BGH) has criticized Deutsche Bank’s advice, in its verdict in the interest-rate swap trial. The Supreme Court had doubts about the integrity of these services in the sale of the interest-rate swaps. The bank had let customers buy a risk of loss, which they had taken on because of its investment recommendation. The institution should have made the customer clearly aware in a comprehensible and non-trivializing manner that his unlimited downside risk is not only theoretical but very real, and even, depending on the development of the Spread Ladder Swap, able to lead to financial ruin.

 

As the Notice of Annual General Meeting of Deutsche Telekom on 12 May shows, Kai-Uwe Ricke and Klaus Zumwinkel have, in the agreement reached with the group just three months before, agreed to pay 600,000 euros each. Both have to raise only 250,000 euros each themselves; manager-liability insurance will pay the rest. Originally, Telekom wanted to recover compensation of around one million euros each from the former CEO and former supervisory board chairman, because they had breached their duty of care and harmed the company by the spying affair.

Telegate has had a dispute going on since 2004 over excessive fees for the transfer of address data from Deutsche Telekom's subscriber list decided in its favour. Düsseldorf Higher Regional Court on 13 April announced judgments in a total of two complaints by two subsidiaries of the telephone information service, datagate and telegate Media, against the Bonn ex-monopolists. Telekom will initially pay around €45 million. An appeal against the sentences, which are not yet in force, was not allowed. A further verdict in a €52 million suit is to be announced in mid May.

Fraport has applied to the arbitration board of the World Bank to initiate new arbitration cases against the Philippine government in the multimillion-dollar law suit for compensation for the failed project for a new airport terminal at Ninoy Aquino International Airport in the capital Manila, said the Frankfurt airport operator on 1 April. This involves a payment of about 425 million dollars (around 300 million euros) plus interest. When the terminal was nearly completed, the building was expropriated in 2004 by the Philippine State.

The European Commission has fined a cartel of three leading detergent manufacturers €315.2 million for illegal price-fixing. In addition to Procter & Gamble and Unilever, Henkel also belonged to the illegal alliance, operating 2002-2005, the competition watchdogs said. The three companies made a settlement with the Commission. The German company has no penalty to pay, because the Persil producer had co-operated. Ariel maker Procter & Gamble must therefore pay €211.2 million, and Coral manufacturer Unilever the remaining €104 million.

Conergy is demanding damages in the hundreds of millions of dollars from Roth & Rau, as four solar-cell lines for the production plant in Frankfurt an der Oder had been delivered late and not with the agreed specifications for the contract. The solar-system builder claims that the action is not justified at this level. At issue is a volume of €58 million, said Dietmar Roth. The sum demanded was therefore not understandable. Also, a maximum contractual penalty of €5.7 million euros had been agreed, for which, together with the expected legal costs in the amount of €0.8 million, provision had been made​​.

In the criminal case against Thomas Ganswindt, the accused manager has admitted failings. The former Siemens board member told the Munich District Court that the corruption measures taken by him in the former telecoms division had not been sufficient. The prosecution accuses the 50-year-old of having had knowledge of slush funds and questionable payments. While former Siemens CEO von Pierer to date denies knowledge of “black cash” (slush funds), the defendant at least admits having come upon the issue and having tried to get employees involved, such as the already condemned Reinhard Siekaczek, to leave the Group. The former CCO Niedl Reiner testified Ganswindt had largely kept out of compliance issues and was not involved in payment orders either. A total of €1.3 billion euros is said to have gone on bribes. Reinhard Siekaczek, in charge of the slush funds for the telecom sector of Siemens, testified on 26 April that he had in January or February 2004 informed Ganswindt of the corruption and asked him to take care of it. The trial, for which another 20 days of hearings are scheduled, will drag on until at least September. Siemens is demanding five million euros from Ganswindt.

 

 

 

AGM Dates

 

Company	Event	Date	Time	Place	Address	Published on
DAX
Deutsche Bank AG	ord.AGM	26.05.2011	10:00	60327 Frankfurt am Main	Ludwig-Erhard-Anlage 1, Festhalle Messe Frankfurt	05.04.2011
	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 €816.39m last business year. Of the profits, €697.13m is to be paid out as dividend and €119.25m carried forward to a new account. The company is again to be authorized to purchase its own shares and use them, possibly excluding shareholders’ subscription and tendering rights. A resolution authorizing use of derivatives in purchase of own shares pursuant to §71(1)(8) AktG is to be taken. Furthermore, the company is to be authorized to issue option and convertible bonds. For this, conditional capital of €230.4m is to be kept available. The existing Authorized Capital is to be replaced by a new one of €230.4m. A new Authorized Capital of up to €230.4m is also to be created A further new Authorized Capital of up to €691.2m is to be created. Assent to conclusion of a partial profit-transfer agreement excluding shareholders’ subscription and tendering rights pursuant to § 92(1)(2) AktG (consisting of a "Revenue Sharing Agreement" and "Operating Agreement") between Deutsche Bank Aktiengesellschaft as the company and Deutsche Bank Financial LLC, Wilmington, as the other party is also to be secured.
Deutsche Post AG	ord.AGM	25.05.2011	10:00	65929 Frankfurt am Main	Pfaffenwiese 301, Jahrhunderthalle Frankfurt	12.05.2011
	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 €1502.41m last business year. Of the profits, €785.86m is to be paid out as dividend and €716.55m carried forward to a new account. Furthermore, the company is to be authorized to issue option and convertible bonds. For this, conditional capital of €75.0m is to be kept available. Elections and re-elections to the Supervisory Board are to be held.
SAP AG	ord.AGM	25.05.2011	10:00	68163 Mannheim	Xaver-Fuhr-Str. 150, SAP Arena	15.04.2011
	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 €5212.85m last business year. Of the profits, €713.05m is to be paid out as dividend, €1000m allocated to reserves and €3499.8m carried forward to a new account. Adaptation of charter §4 to intervening capital changes is to be decided. Conditional Capital VI is to be cancelled. Furthermore, the company is to be authorized to issue option and convertible bonds. For this, conditional capital of €100.0m is to be kept available. Assent to a control and profit-transfer agreement between SAP AG and SAP Sechste Beteiligungs- und Vermögensverwaltungs GmbH is to be decided.
Fresenius	ord.AGM	13.05.2011	10:00	60327 Frankfurt am Main	Ludwig-Erhard-Anlage 1, Congress Center Messe Frankfurt	28.03.2011
	The Agenda for the ordinary AGM of Fresenius SE & Co. KGaA 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 €8139.76m last business year. Of the profits, €139.71m is to be paid out as dividend and €0.05m carried forward to a new account. The existing Authorized Capitals I-V are to be cancelled. A new Authorized Capital I of up to €40.32m is to be created. Additionally, several charter amendments are to be decided. Elections to the Joint Committee are to be held.
adidas	ord.AGM	12.05.2011	10:30	90762 Fürth	Rosenstraße 50, Stadthalle Fürth	28.03.2011
	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 €368.46m last business year. Of the profits, €167.37m is to be paid out as dividend and €201.09m carried forward to a new account. The existing Authorized Capital is to be replaced by a new one of €25.0m.
Linde	ord.AGM	12.05.2011	10:00	81823 München	Messegelände, ICM - Internationales Congress Center München
	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 €431.93m last business year. Of the profits, €374.65m is to be paid out as dividend and €57.27m allocated to reserves.
BMW	ord.AGM	12.05.2011	10:00	80809 München	Coubertinplatz, Olympiahalle im Olympiapark	23.03.2011
	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 €852.11m last business year. The profits are to be fully paid out as dividend. The remuneration system for board members amended as of 01 January 2011 is to be approved.
Deutsche Telekom	ord.AGM	12.05.2011	10:00	50679 Köln	Willy-Brandt-Platz 1, LANXESS arena
	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, with discharge to Dr. Klaus Zumwinkel, who left the board, for the business yeah 2008 again to be postponed. Deutsche Telekom AG earned balance-sheet profits of €6018.56m last business year. Of the profits, €3010.64m is to be paid out as dividend and €3007.92m 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. Re-elections to the Supervisory Board are to be held. Assent to amendments to several profit-transfer agreements is also to be secured. Additionally, several charter amendments are to be decided. Assent to the settlement agreement with former board member Kai Uwe Ricke and former Supervisory Board member Dr. Klaus Zumwinkel is also to be secured.
FMC	ord.AGM	12.05.2011	10:00	60327 Frankfurt am Main	Ludwig-Erhard-Anlage 1, Congress Center Messe Frankfurt	01.04.2011
	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 €777.68m last business year. Of the profits, €196.53m is to be paid out as dividend and €581.15m carried forward to a new account. The remuneration system for board members is to be approved. Elections to the Supervisory Board and the Joint Committee are to be held. Supervisory Board pay is to be adjusted. A resolution authorizing the granting of subscription rights for executives and management members of Fresenius Medical Care AG & Co. KGaA or an associated company (share option programme 2011) and creation of conditional capital of up to €12.0m is to be taken. The company is again to be authorized to purchase its own shares and use them, possibly excluding shareholders’ subscription and tendering rights.
Deutsche Börse	ord.AGM	12.05.2011	10:00	65929 Frankfurt am Main	Pfaffenwiese, Jahrhunderthalle Frankfurt	28.03.2011
	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 €400.0m last business year. Of the profits, €390.69m is to be paid out as dividend and €9.31m allocated to reserves. The existing Authorized Capital is to be replaced by a new one of €5.2m. The company is again to be authorized to purchase its own shares and use them, possibly excluding shareholders’ subscription and tendering rights. A resolution authorizing use of derivatives in purchase of own shares is also to be taken. Additionally, amendment of charter §18 is to be decided.
K+S	ord.AGM	11.05.2011	10:00	34119 Kassel	Holger-Börner-Platz 1, Kongress Palais	30.03.2011
	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 €225.69m last business year. Of the profits, €191.4m is to be paid out as dividend and €34.29m carried forward to a new account. A resolution on conversion of bearer shares to personal shares is to be taken. Assent to provision of information by data transfer is to be decided.
MDAX
Fraport AG Frankfurt Airport Services Worldwide	ord.AGM	01.06.2011	10:00	65929 Frankfurt am Main	Pfaffenwiese, Jahrhunderthalle	20.04.2011
	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 €119.93m last business year. Of the profits, €114.8m is to be paid out as dividend and €5.13m allocated to reserves. Re-elections to the Supervisory Board are to be held.
Bilfinger Berger SE	ord.AGM	31.05.2011	10:00	68161 Mannneim	Rosengartenplatz 2	18.04.2011
	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 €115.06m last business year. Of the profits, €110.35m is to be paid out as dividend and €4.71m carried forward to a new account. The remuneration system for board members is to be approved. Supervisory Board pay is to be adjusted. Elections and re-elections to the Supervisory Board are to be held. Additionally, several charter amendments are to be decided.
ElringKlinger AG	ord.AGM	31.05.2011	10:00	70174 Stuttgart	Berliner Platz 1-3, Liederhalle Stuttgart	18.04.2011
	The Agenda for the ordinary AGM of ElringKlinger AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. ElringKlinger AG earned balance-sheet profits of €22.18m last business year, which are to be fully paid out as dividend. Re-elections to the Supervisory Board are to be held.
Deutsche Wohnen AG	ord.AGM	31.05.2011	10:30	60311 Frankfurt am Main	Taunustor 2, Japan Center, Taunustor Conference-Center	11.04.2011
	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 €16.37m last business year, which are to be fully paid out as dividend. The remuneration system for board members is to be approved. Re-elections to the Supervisory Board are to be held. Authorized Capital of up to €40.92m is to be created. Furthermore, the company is to be authorized to issue option and convertible bonds. For this, conditional capital of €20.46m is to be kept available. Additionally, several charter amendments are to be decided. Conclusion of a control and profit-transfer agreement between Deutsche Wohnen AG and Deutsche Wohnen Zweite Fondsbeteiligungs-GmbH is also to be decided.
Praktiker Bau- und Heimwerkermärkte Holding AG	ord.AGM	27.05.2011	10:00	66111 Saarbrücken	Hafenstr. 12, Congresshalle Saarbrücken	08.04.2011
	The Agenda for the ordinary AGM of Praktiker Bau- und Heimwerkermärkte Holding AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. Praktiker Bau- und Heimwerkermärkte Holding AG earned balance-sheet profits of €5.92m last business year. Of the profits, €5.8m is to be paid out as dividend and €0.12m carried forward to a new account. The remuneration system for board members is to be approved. The company is to be renamed Praktiker AG.
European Aeronautic Defence and Space Company EADS N.V.	ord.AGM	26.05.2011	14:00	NL-1072 LH Amsterdam	Ferdinand Bolstraat 333
	The Agenda for the ordinary AGM of European Aeronautic Defence and Space Company EADS N.V. starts with the usual items, like presentation of annual accounts and discharge to the company bodies. Additionally, several charter amendments are to be decided. Board of Directors pay is to be adjusted. The company is to be authorized to purchase its own shares and use them.
Salzgitter AG	ord.AGM	26.05.2011	11:00	38102 Braunschweig	Leonhardplatz, Stadthalle	18.04.2011
	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 €19.3m last business year. Of the profits, €19.23m is to be paid out as dividend and €0.07m carried forward to a new account. A confirmatory election to the Supervisory Board is to be held.
Klöckner & Co SE	ord.AGM	20.05.2011	10:30	40474 Düsseldorf	Stockumer Kirchstraße 61, Congress Center Düsseldorf	08.04.2011
	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. Klöckner & Co SE earned balance-sheet profits of €47.35m last business year. Of the profits, €19.95m is to be paid out as dividend and €27.4m allocated to reserves. Elections and re-elections to the Supervisory Board to be held. Furthermore, the company is to be authorized to issue option and convertible bonds. For this, the Conditional Capital 2010 is to be adjusted to €33.25m.
Symrise AG	ord.AGM	18.05.2011	10:00	30175 Hannover	Theodor-Heuss-Platz 1-3, Hannover Congress Centrum	11.04.2011
	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 €95.27m last business year. Of the profits, €70.09m is to be paid out as dividend and €24.37m carried forward to a new account. Elections and re-elections to the Supervisory Board are to be held. The existing Authorized Capital is to be replaced by a new one of €23.0m. The remuneration system for board members is to be approved.
Aareal Bank AG	ord.AGM	18.05.2011	10:30	65189 Wiesbaden	Kurhausplatz, Kurhaus	07.04.2011
	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 balance-sheet profits of €0.4m are to be fully allocated to other reserves. The objects of the company are to be updated. Supervisory Board pay is to be adjusted.
IVG Immobilien AG	ord.AGM	18.05.2011	10:00	53113 Bonn	Platz der Vereinten Nationen 2, World Conference Center Bonn (WCCB)	06.04.2011
	The Agenda for the ordinary AGM of IVG Immobilien AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. Mr Klaus-Joachim Wolfgang Krauth is to be elected to the Supervisory Board. Additionally, several charter amendments are to be decided. The existing Authorized Capital II is to be replaced by a new one of €21.3m. At the request of a shareholder the agenda will pursuant to the statutory provisions have the following item added for decision: appointment of a special auditor to look into management procedures in connection with the gradual acquisition by IVG Immobilien AG from Sal. Oppenheim jr. & Cie. S.C.A of a majority holding in Oppenheim Immobilien-Kapitalanlagegesellschaft mbH.
LANXESS AG	ord.AGM	18.05.2011	10:00	50679 Köln	Willy-Brandt-Platz 1, LANXESS arena	04.04.2011
	The Agenda for the ordinary AGM of LANXESS AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. LANXESS AG earned balance-sheet profits of €103.73m last business year. Of the profits, €58.24m is to be paid out as dividend and €45.49m carried forward to a new account. The company is again to be authorized to purchase its own shares and use them, possibly excluding shareholders’ subscription and tendering rights. Furthermore, the company is to be newly authorized to issue option and convertible bonds. For this, conditional capital of €16.64m is to be kept available. Supervisory Board pay is to be adjusted.
WACKER CHEMIE AG	ord.AGM	18.05.2011	10:00	81829 München	am Messesee 6, ICM auf dem messegelände München-Riem	01.04.2011
	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 €775.31m last business year. Of the profits, €158.97m is to be paid out as dividend, €139.8m allocated to reserves and €476.54m carried forward to a new account. Assent to the profit-transfer agreement between Wacker Chemie AG and Wacker-Chemie Achte Venture GmbH is to be secured. Additionally, several charter amendments are to be decided.
Celesio AG	ord.AGM	17.05.2011	10:00	70372 Stuttgart	Mercedesstraße 69, Porsche-Arena	06.04.2011
	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 €85.05m last business year, which are to be fully paid out as dividend. The existing Authorized Capital is to be replaced by a new one of €65.39m. (Authorized Capital 2011). Additionally, several charter amendments are to be decided.
GILDEMEISTER	ord.AGM	13.05.2011	10:00	33602 Bielefeld	Willy-Brandt-Platz 1, Stadthalle Bielefeld	30.03.2011
	The Agenda for the ordinary AGM of GILDEMEISTER AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. The balance-sheet profits of €2.98m are to be fully carried forward to a new account.
HOCHTIEF	ord.AGM	12.05.2011	10:30	45131 Essen	Norbertstraße 2, Grugahalle	31.03.2011
	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. HOCHTIEF AG earned balance-sheet profits of €154.0m last business year. Of the profits, €147.13m is to be paid out as dividend and €6.87m carried forward to a new account. The remuneration system for board members is to be approved. The company is again to be authorized to purchase its own shares and use them, possibly excluding shareholders’ subscription and tendering rights. The existing Authorized Capital is to be replaced by a new one of €23.3m. Furthermore, the company is to be authorized to issue option and convertible bonds. For this, conditional capital of €49.28m is to be kept available. Elections to the Supervisory Board are to be held.
LEONI	ord.AGM	12.05.2011	10:00	90471 Nürnberg	Frankenhalle der NürnbergMesse GmbH	01.04.2011
	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 €22.73m last business year. Of the profits, €20.79m is to be paid out as dividend and €1.94m carried forward to a new account. The existing Authorized Capital is to be replaced by a new one of €14.85m. Supervisory Board pay is to be adjusted. Ms Ingrid Hofmann is to be elected to the Supervisory Board.
RATIONAL	ord.AGM	11.05.2011	10:00	86159 Augsburg	Am Messezentrum 5, in der Messe Augsburg, Schwabenhalle	29.03.2011
	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 €164.72m last business year. Of the profits, €102.33m is to be paid out as dividend and €62.39m carried forward to a new account. A resolution on non-disclosure of board members' remuneration is to be taken.
FUCHS PETROLUB	ord.AGM	11.05.2011	10:00	68161 Mannheim	Rosengartenplatz 2, mannheim:congress GmbH, Rosengarten, Mozartsaal	30.03.2011
	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 €132.49m last business year. Of the profits, €63.17m is to be paid out as dividend and €69.32m carried forward to a new account. New elections to the Supervisory Board are to be held. Supervisory Board pay is to be adjusted. The share capital is to be redivided by a share split in a 1:3 ratio, into 35.49m ordinary shares and 35.49m preference shares. A resolution on non-disclosure of board members' remuneration is to be taken.
Tognum	ord.AGM	11.05.2011	10:00	88045 Friedrichtshafen	Olgasraße 20, Graf-Zeppelin-Haus	30.03.2011
	The Agenda for the ordinary AGM of Tognum AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. Tognum AG earned balance-sheet profits of €164.9m last business year. Of the profits, €65.69m is to be paid out as dividend and €99.22m carried forward to a new account. The remuneration system for board members is to be approved.
HUGO BOSS	ord.AGM	10.05.2011	10:00	70629 Stuttgart	Messepiazza, Internationales Congresszentrum Stuttgart ICS	29.03.2011
	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 €142.55m last business year. Of the profits, €139.75m is to be paid out as dividend and €2.8m carried forward to a new account. The remuneration system for board members is to be approved.
Rheinmetall	ord.AGM	10.05.2011	10:00	10785 Berlin	Stauffenbergstraße 26, MARITIM Hotel Berlin	30.03.2011
	The Agenda for the ordinary AGM of Rheinmetall AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. Rheinmetall AG earned balance-sheet profits of €57.8m last business year. Of the profits, €57.46m is to be paid out as dividend and €0.34m allocated to reserves. The remuneration system for board members is to be approved. By-elections to the Supervisory Board are to be held.
TecDAX
Gigaset AG	ord.AGM	10.06.2011	10:00	81541 München	Hochstr. 77, Paulaner am Nockherberg	13.04.2011
	The Agenda for the ordinary AGM of Gigaset AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. The balance-sheet profits of €46.12m are to be fully carried forward to a new account. Elections and re-elections to the Supervisory Board are to be held. Supervisory Board pay is to be adjusted. A new share option plan 2011 allowing the granting to board members and selected employees of the company and management members and selected employees of associated companies of new bearer shares of the company is to be decided. For this, a new Conditional Capital 2011 of up to €1.54m is to be created.
JENOPTIK AG	ord.AGM	08.06.2011	11:00	99423 Weimar	UNESCO - Platz 1, congress centrum neue weimarhalle	26.04.2011
	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. The remuneration system for board members is to be approved.
Kontron AG	ord.AGM	07.06.2011	10:00	85356 Freising	Luitpoldanlage 1, Luitpoldhalle	27.04.2011
	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 €16.6m last business year. Of the profits, €11.11m is to be paid out as dividend and €5.48m carried forward to a new account. New elections to the Supervisory Board are to be held. Supervisory Board pay is to be adjusted. The existing Authorized Capital is to be replaced by a new one of €27.84m. The existing Conditional Capital is to be cancelled. Furthermore, the company is to be authorized to issue option and convertible bonds. For this, conditional capital of €16.88m is to be kept available.
Bechtle AG	ord.AGM	07.06.2011	10:00	74072 Heilbronn	Allee 28, Konzert- und Kongresszentrum Harmonie	26.04.2011
	The Agenda for the ordinary AGM of Bechtle AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. The balance-sheet profits of €15.75m are to be fully paid out as dividend. Assent to conclusion of a control and profit-transfer agreement between Bechtle Aktiengesellschaft and Bechtle Grundstücksverwaltungsgesellschaft mbH is to be secured.
Nordex SE	ord.AGM	07.06.2011	11:00	18055 Rostock	Lange Straße 40, Konferenzzentrum des Radisson Blu Hotel	21.04.2011
	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. Nordex SE earned balance-sheet profits of €13.32m last business year. Of the profits, €10.64m is to be paid out as dividend, €10.64m allocated to reserves and €2.67m carried forward to a new account. Additionally, several charter amendments are to be decided. Furthermore, the company is to be authorized to issue option and convertible bonds. For this, conditional capital of €15.09m is to be kept available. A resolution newly authorizing the issue of shares against cash and/or non-cash contributions and creation of a new Conditional Capital I of up to €14.7m is to be taken.
SINGULUS TECHNOLOGIES AG	ord.AGM	31.05.2011	10:30	60311 Frankfurt am Main	Junghofstr. 11, Hermann-Josef-Abs-Saal	18.04.2011
	The Agenda for the ordinary AGM of SINGULUS TECHNOLOGIES AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. Elections and re-elections to the Supervisory Board are to be held. The remuneration system for board members is to be approved.
Drillisch AG	ord.AGM	27.05.2011	10:00	60313 Frankfurt am Main	Opernplatz 1, Alte Oper Frankfurt	15.04.2011
	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 €90.65m last business year. Of the profits, €26.59m is to be paid out as dividend and €64.06m carried forward to a new account. The remuneration system for board members is to be approved.
SMA Solar Technology AG	ord.AGM	26.05.2011	10:00	34119 Kassel	Friedrich-Ebert-Str. 152, Stadthalle	14.04.2011
	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 €540.16m last business year. Of the profits, €104.1m is to be paid out as dividend and €436.06m carried forward to a new account. New elections to the Supervisory Board are to be held.
Pfeiffer Vacuum Technology AG	ord.AGM	26.05.2011	14:00	35578 Wetzlar	Brühlsbachstr. 2B, Stadthalle Wetzlar	14.04.2011
	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 €90.03m last business year. Of the profits, €28.62m is to be paid out as dividend and €61.41m carried forward to a new account. The remuneration system for board members is to be approved. Supervisory Board pay is to be adjusted. The existing Authorized Capital is to be replaced by a new one of €12.63m. Re-elections to the Supervisory Board are to be held.
United Internet AG	ord.AGM	26.05.2011	11:00	60313 Frankfurt	Opernplatz 1, Alte Oper Frankfurt	08.04.2011
	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 €418.58m last business year. Of the profits, €42.42m is to be paid out as dividend and €376.16m carried forward to a new account. The company is again to be authorized to purchase its own shares and use them, possibly excluding shareholders’ subscription and tendering rights. A resolution authorizing purchase of own shares using derivatives pursuant to §71(1)(8) AktG and exclusion of shareholders’ subscription and tendering rights is also to be taken. The existing Authorized Capital is to be replaced by a new one of €112.5m.
SolarWorld AG	ord.AGM	24.05.2011	11:00	53113 Bonn	Platz der Vereinten Nationen 2, World Conference Center Bonn	08.04.2011
	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 €130.18m last business year. Of the profits, €21.05m is to be paid out as dividend and €109.13m allocated to reserves. Supervisory Board pay is to be adjusted. Assent to amendment of the profit-transfer agreement between SolarWorld AG and Deutsche Solar GmbH and Sunicon GmbH, both 100% subsidiaries of SolarWorld AG, is to be decided. Assent to a profit-transfer agreement between SolarWorld AG and SolarWorld Solicium GmbH, a 100% subsidiary of SolarWorld AG, is also to be secured.
AIXTRON SE	ord.AGM	19.05.2011	10:00	52062 Aachen	Monheimsallee 48, Eurogress Aachen	11.04.2011
	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 €124.91m last business year. Of the profits, €60.71m is to be paid out as dividend and €64.2m carried forward to a new account. Elections and re-elections to the Supervisory Board are to be held. Supervisory Board pay is to be adjusted. A new Authorized Capital of up to €40.47m (Authorized Capital 2011) is to be created. Additionally, several charter amendments are to be decided.
QSC AG	ord.AGM	19.05.2011	10:00	50667 Köln	Martinstr. 29-37, Gürzenich in Köln	08.04.2011
	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. The object of business is to be updated. Assent to conclusion of two profit-transfer agreements with two subsidiaries is to be secured. Assent to conclusion of a profit-transfer agreement between QSC AG and Ventelo GmbH is also to be secured. A resolution on non-disclosure of board members' remuneration is to be taken.
MorphoSys AG	ord.AGM	19.05.2011	10:00	80636 München	Lazarettstr. 33, Hanns-Seidel-Stiftung, Konferenzzentrum München	06.04.2011
	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. Re-elections to the Supervisory Board are to be held. The remuneration system for board members is to be approved. The company is again to be authorized to purchase its own shares and use them, possibly excluding shareholders’ subscription and tendering rights. Furthermore, the company is to be authorized to issue option and convertible bonds. For this, conditional capital of €6.6m is to be kept available. Supervisory Board pay is to be adjusted.
ADVA AG Optical Networking	ord.AGM	16.05.2011	12:00	98617 Meiningen	Georgstr. 1, Hotel Sächsischer Hof	05.04.2011
	The Agenda for the ordinary AGM of ADVA AG Optical Networking starts with the usual items, like presentation of annual accounts and discharge to the company bodies. Elections and re-elections to the Supervisory Board are to be held. Supervisory Board pay is to be adjusted. The existing Authorized Capital is to be replaced by a new one of €22.12m (Authorized Capital 2011/I). A resolution partially suspending the authorization to grant option rights and partially suspending Conditional Capital 2003/2008 is to be taken. A share option programme 2011 and creation of a new Conditional Capital 2011/1 of up to €0.92m are to be decided.

 

 

 

Politics

EU wants to limit Supervisory Board mandates

In Europe it is common practice for supervisory-board members to take on different assignments in parallel in various companies. To ensure that multiple-board members are not overwhelmed and have sufficient time to oversee their respective companies, European internal-market Commissioner Michel Barnier has now compiled a Green Paper in which he demands the limitation of mandates. Barnier did not give a concrete figure. Last year he wanted to limit the number at banks to a maximum of about three. In Germany the number of supervisory-board posts permitted is limited by law to ten. The German Corporate Governance Code recommends no more than three seats on various supervisory bodies. Barnier also calls for greater diversity in the supervisory bodies and has announced further steps such as introducing a quota for women. Here he agrees with EU Justice Commissioner Viviane Reding, who had already called for a quota for women. Another demand of Barnier’s is for the remuneration policies of companies in future to be the subject of voting at general meetings - in Germany and the United Kingdom this is already common practice. Barnier’s Green Paper is now the basis of discussion for a bill yet to be worked out.

 

Lobby against the banks

In April, around 30 European associations and non-governmental organizations (NGOs) launched Finance Watch, to match wits with the banking world in Brussels. Members of the new counter-lobby include Oxfam, Transparency International, the European small-investor association Euroinvestors, the European Trade Union Confederation and the European consumer association BEUC. The aim of the new organization is to address the lack of expertise outside the financial industry and give European parliamentarians access to sound financial expertise. Last summer MEPs themselves had recognized their lack of knowledge in the area of the financial industry as a threat to democracy and called for the formation of an anti-lobby. In the new Brussels organization, due to start in summer with around ten permanent employees, parliamentarians may sit only on the advisory board, though individuals can also be members of Finance Watch; they must not themselves, however, be involved in the financial sector. It is not clear yet how the new organization is to be financed.

 

Going it alone in bank regulation?

International politics, i.e. the G20, has actually clearly agreed to banking regulation in the form of the so-called Basel III regulations. These stipulate that credit institutions must as from 2013, and at latest by 2018, hold progressively more and better-quality capital. There are also rules on indebtedness and quickly available money. In Europe moves are now under way to implement these rules. Internal-market Commissioner Michel Barnier wants to prescribe the core standards by regulation. An appropriate bill could be ready in June. The United States have, however, set partly contradictory rules on the road with the Dodd-Frank laws. Moreover, the Republicans in Congress are torpedoing more stringent provisions for the U.S. financial world. So the European industry fears that the U.S. will not introduce Basel III, and if so, then with some delay. This in turn would give European banks an excuse not to introduce the new rules, since that would distort competition. The International Monetary Fund criticized the under-capitalized European banks in its mid-April financial stability report. Compared to the European banks, the Americans were already further advanced with financial reform, it said. Nevertheless, the U.S. banks could refuse to implement Basel III, which would call this "international lowest common denominator" as a whole into question. The failure of Basel III would threaten a patchwork of national regulatory rules. But time is running out: according to the Basel Committee, the global financial world needs more than 500 billion euros over the next eight years to meet the Basel-III rules. The EU Commission is now thinking of providing their bill for new capital requirements with a clause that says that they need only be implemented if the top 20 industrialized and emerging countries (G20) introduce them.

 

 

 

People

 

AIXTRON nominated Professor Petra Denk as a candidate for the Supervisory Board. She is to be elected on 19 May by the general meeting to replace Joachim Simmroß.

 

Deutsche Post is to get two new Supervisory Board members. The DAX Group is proposing 41-year-old logistics professor Katja Windt to the Annual General Meeting on 25 May in Frankfurt, as the first woman on the capital side of the Supervisory Board. Also new is the President of Danone Waters, Thomas Kunz. The former RWE CEO Harry Roels and Willem van Agtmael, head of department store chain Breuninger, are leaving the supervisory body, as their terms end.

 

Margarete Haase is to move to the capital side of ElringKlinger's Supervisory Board. As the automotive supplier announced on 12 April, Rainer Hahn is leaving the body following the Annual General Meeting on 31 May. Haase, chief financial officer and responsible for Human Resources and Investor Relations at Deutz, is going to stand for election.

 

As Gigaset announced on 13 April, Rudi Lamprecht is to be elected to the Supervisory Board at the next Annual General Meeting. Susanne Klöß was also suggested for the Supervisory Board by the phone maker. The former Siemens board member and the consultant are to stand at the AGM in the summer as successors to Rudolf Falter and Hubertus Prinz zu Hohenlohe-Langenburg, who are no longer continuing.

 

Karl Heinz Midunsky has resigned his Supervisory Board post at Hanover Re as of the end of this year's Annual General Meeting on 3 May. The Supervisory Board has therefore proposed that consultant Andrea Pollak be elected to the Supervisory Board as shareholder representative until the end of the annual general meeting in 2012.

 

Herbert Lütkestratkötter is resigning from his post at the Hochtief General Meeting on 12 May. The move was “in the best of mutual agreement,” said the Essen construction company on 10 April. As his successor as CEO the Supervisory Board appointed Frank Stieler. Burkhard Lohr also made use of his special termination rights. The CFO is leaving the Group on 18 October.

 

The election of Hauke ​​Stars is being proposed to Klöckner & Co's shareholders at the annual shareholders’ meeting on 20 May in Düsseldorf, since Supervisory Board member Frank H. Lakerveld is no longer a candidate for another term. The Duisburg steel trader also wants to propose the re-election of current supervisory board chairman Dieter H. Vogel and his deputy Michael Rogowski to the Supervisory Board.

 

At Symrise, Supervisory Board Chairman Andreas Schmid and Sanna Suvanto-Harsaae are not standing for re-election at the AGM on 18 May. Michael Becker and Professor Andrea Pfeifer are to be elected as new members. The future Supervisory Board Chairman is to be member Thomas Rabe.

 

 

 

Campus

Say on Pay becomes standard

For a significant majority of DAX and MDAX listed companies, the survey of shareholders on the Management Board and Supervisory Board remuneration schemes at general meetings is a key agenda item. This was shown by a recent study by the consulting firm Hostettler, Kramarsch & Partner, in which 48 DAX and MDAX companies participated. Almost 70 percent of respondents had conducted such an owner survey in 2010. In the interviews, in all cases the systems of executive compensation had been brought to a vote. About one tenth of the companies had also put the amount of the remuneration and the remuneration system for the supervisory board to the shareholders for discussion. The approval rates for the surveys were consistently at 90 percent and higher. Where changes were desired, these were the provision of additional information and changes in presentation in annual reports.

14 companies (40 percent) among the study participants are planning a Say on Pay survey for 2011. As in the previous year, in all the companies the executive compensation systems are on the agenda. About 36 percent additionally secure shareholder backing for specific criteria in the executive compensation; just under one in ten (nine percent) in each case does so for the level of individual components of compensation, for fringe benefits and for occupational pensions. About one-tenth of the companies sees Supervisory Board pay as an agenda item at the AGM. Almost 56 percent of companies indicated they did not want to make any modifications to their systems for officer compensation. Where changes are deemed necessary, this concerns mainly the priority focus of the compensation on long-term business success (33 percent), changing the compensation mix, increased parallelism of corporate earnings and total compensation (22 percent each) and an increased recognition of risks (11 percent).

With the intensified use of Say on Pay surveys at general meetings, German companies are following an international trend. “Especially in the U.S. and UK, the owners have for many years been intensely involved with the payment systems of their organizations,” says Joachim Kayser of Hostettler, Kramarsch & Partner. “We see this as an effective tool for responsible involvement of business owners in the process of design of compensation systems.”

 

Siemens is Mr. Clean

In a survey conducted by Heroldsberger Wirtschaftsinstitut Dr. Doeblin, 73 business journalists interviewed awarded Siemens CEO Peter Löscher top marks in terms of business ethics. The institute had asked the journalists at the end of November which business leaders from a list of 40 CEOs of major companies saw the “focus on business ethics as a special personal matter”. After the Siemens CEO respondents chose Bosch CEO Franz Fehrenbach, Norbert Reithofer of BMW, Hans-Otto Schrader of Otto, Jürgen Hambrecht of BASF and Hartmut Ostrowski of Bertelsmann in the next places. Respondents certified Siemens’s purification: Munich had learned from the corruption scandal, ran the message. Bertelsmann and Daimler also proved the most credible with their commitment to CSR (Corporate Social Responsibility). While Bertelsmann was honest and credible, Daimler was positive on sports sponsorship. However, the business journalists doubted the CSR seriousness of many companies. For many, the commitment was merely lip service, to give the impression of “being there”.

 

Putting Sustainability to the Test

The German stock exchange, in cooperation with sustainability research provider Systainalytics, has put online a list of 1,800 international companies, which have proven by their social and environmental standards to be sustainable. On the purpose-built “Sustainable Securities” portal of the Frankfurt Stock Exchange, private and institutional investors can set their own weightings in the three ESG categories ecological compatibility (environment), social responsibility (social) and business management (governance) as well as in the overall evaluation, and then choose the right company from the list, or eIse evaluate existing investments by these criteria. The analysis incorporates more than 100 indicators. These range from CO₂ emissions via child labour to the clear separation of management and supervision. The info portal covers all asset classes from equities, ETFs and mutual funds up to certificates. In addition, the German stock exchange will, jointly with its subsidiary STOXX, be offering the new STOXX Global ESG Leaders index, giving the ESG figures for 1800 European stock corporations.

 

Ratings agencies exacerbate crises

Experts from the International Monetary Fund have looked in the context of a study at 71 rating judgments published between October 2006 and April 2010. “Opinions on the creditworthiness of state actors have impacts, statistically and economically, on other countries and financial markets,” concluded the IMF experts. According to the study, the judgments were shown to affect stock prices and credit default swaps (CDS). Market reactions were demonstrably not just chance. Judgments of ratings agencies could thus endanger the creditworthiness of countries, was the verdict. The study thus fanned the smouldering controversy over the role of credit-quality monitors in the economic crisis. Luxembourg central bank chief Yves Mersch accused the agencies, coming from the USA (Moody’s and Standard & Poor’s) or the UK (Fitch), of wrongly evaluating the situation in Europe. This was particularly the case in regard to the Euro crisis and the weakening countries such as Greece and Portugal. The IMF, therefore, voted to follow the example of the European Central Bank and in the provision of loans to banks in future to ignore the judgments of rating agencies in relation to investments in government bonds.

 

Trend towards sustainability

The consulting firm KPMG has found in a study of 378 companies from Europe, the USA, Canada and Asia-Pacific that more and more companies are pursuing an explicit sustainability strategy. While in 2008 only 50 percent of companies surveyed did so, in 2010 it was 62 percent. Large companies lead the way: in companies with a turnover of at least one billion U.S. dollars, 80 percent have already formulated a sustainability strategy and another 25 percent said they would do so no later than the next five years. When asked about the benefits, 61 percent said that they expect a positive impact of sustainability programmes on cost reduction and profitability. But many saw three basic obstacles. There was a lack of uniform criteria and procedures as well as a sufficient budget. In addition, there was no international regulatory framework.

 

 

 

Capital News

Aareal Bank has brought about a capital increase of about €269 million gross, to create more room for lucrative new business. Acquisitions are not planned. For five old shares, two new ones can be secured. The issue price of the 17,102,062 new shares was €15.75. The share of Depfa Holding in the real-estate bank fell to 26.59 percent. Given the large potential in the markets, the bank has raised its new-business target for the current year to seven to eight billion euros, said Wolf Schumacher on 14 April. That is two billion euros more than proposed at the beginning of the year.

 

At the AGM on 6 May, Commerzbank shareholders are to decide the proposed reduction of share capital and an extensive reduction of the Special Fund for Financial Market Stabilization (SoFFin) silent partnerships. Shareholder association Deutsche Schutzvereinigung für Wertppierbesitz will support the decisions. First, 2.14 billion euros of the subscribed capital (out of a total of €3.48 billion) are to be placed in the capital reserves. The calculated par value per share would reduce from €2.60 to €1.00, and the share capital to €1.34 billion. After that Commerzbank would swap €1.00 billion of conditional mandatory exchangeable bonds for shares. Investors owning Commerzbank shares by close of business on 6 April could purchase one of these bonds for each share. All bonds offered were successfully placed by 13 April. To prevent dilution, SoFFin will convert a further around €1.4 billion in silent partnerships to shares. The bonds placed are to be exchanged into new shares at the latest by the 19th week. But for that, shareholders would first have to rubber-stamp a conditional capital on 6 May. The necessary new shares would arise from converting silent partnerships of SoFFin, which enjoys no rights, but would in exchange receive the gross proceeds of 4.3 billion euros from the placement of the mandatory exchangeable bonds. At 5.7 billion euros, in the first step the bank achieved more than half of the planned volume. The second capital increase will be calculated so that the silent contributions could be reduced in both steps together by a total of €11 billion. The rights offering will be released in late May. It is envisaged that the Special Fund will continue to be involved in Commerzbank after the implementation of both steps, at 25 percent plus one share.

 

 

 

 

Director's Dealings

in April

Company	Person	Function	Buy / Sell	Total value in Euro	Number of shares	Datum
Brenntag	Prof. Dr. Edgar Fluri	SB	B	31.566	400	25.03.-07.04.2011
Brenntag	Dr. Thomas Ludwig	SB	B	29.221	385	29.-30.03.2011
Brenntag	Doreen Nowotne	SB	B	29.807	400	25.03.-01.04.2011
Brenntag	Dr. Andreas Rittstieg	SB	B	26.305	328	05.-07.04.2011
Brenntag	Thomas Weinmann	SB	B	29.286	370	01.04.2011
Brenntag	Stefan Zuschke	SB-Head	B	29.355	390	28.03.-05.04.2011
COMMERZBANK	Hans Hermann Altenschmidt	SB	issue	3.188	750	13.04.2011
COMMERZBANK	Frank Annuscheit	MB	issue	29.410	6.920	13.04.2011
COMMERZBANK	Markus Beumer	MB	issue	19.295	4.540	13.04.2011
COMMERZBANK	Martin Blessing	MB-Head	issue	218.875	51.500	13.04.2011
COMMERZBANK	Daniel Hampel	SB	issue	9.541	2.245	13.04.2011
COMMERZBANK	Dr. Achim Kassow	MB	issue	53.027	12.477	13.04.2011
COMMERZBANK	Jochen Klösges	MB	issue	63.325	14.900	13.04.2011
COMMERZBANK	Klaus-Peter Müller	SB-Head	issue	306.000	72.000	13.04.2011
COMMERZBANK	Michael Reuther	MB	issue	21.250	5.000	13.04.2011
COMMERZBANK	Ulrich Sieber	MB	S rights issue	25	25.000	11.04.2011
COMMERZBANK	Martin Zielke	MB	issue	79.930	18.807	13.04.2011
Deutsche Post	Jürgen Gerdes	MB	B	199.943	15.598	01.-12.04.2011
Evotec	Dr. Werner Lanthaler	MB-Head	lending	0	150.000	31.03.2011
Fraport	Bernd Schafstein		B	19.210	11.300	05.04.2011
Fraport	Dr. Matthias Zieschang	MB	B	20.992	400	04.04.2011
Fraport	Peter Schmitz	MB	B	25.100	500	21.03.2011
Gildemeister	Hans Henning Offen	SB-Head	B	65.732	4.812	05.04.2011
LEONI	Annemarie Thoma		S	175.000	5.000	21.04.2011
LEONI	Ernst Thoma	SB	S	346.000	10.000	21.04.2011
Münchener Rück	Dr. Ludger Arnoldussen	MB	S	109.500	1.000	30.03.2011
Nordex	Ventus Venture Fund		B	7.007.011	834.168	29.03.2011
Nordex	momentum-capital		B	552.989	65.832	29.03.2011
Roth & Rau	Dr. Dietmar Roth	MB-Head	asset swap	11.971.190	544.145	10.04.2011
Roth & Rau	Stiftung Familie Roth		asset swap	5.500.000	250.000	10.04.2011
Roth & Rau	Prof. Dr. Silvia Roth		S	6.417.972	291.726	10.04.2011
SGL CARBON	Theodore H. Breyer	MB	B	315.601	9.118	01.04.2011
SGL CARBON	Armin Horst Bruch	MB	B	287.980	8.320	01.04.2011
SGL CARBON	Robert J. Koehler	MB-Head	B	431.970	12.480	01.04.2011
SGL CARBON	Jürgen Otto Walter Muth	MB	B	240.041	6.935	01.04.2011
SGL CARBON	Gerd Wingefeld	MB	B	287.980	8.320	01.04.2011
STRATEC Biomedical	Marcus Wolfinger	MB-Head	S	582.042	20.000	15.04.2011
STRATEC Biomedical	Bernd M. Steidle	MB	S	582.042	20.000	15.04.2011
Süss MicroTec	Michael Knopp	MB	S	325.493	27.500	31.03.2011
United Internet	Philipp Dommermuth		S	63.200	5.000	05.04.2011
Wacker Chemie	Dr. Joachim Rauhut	MB	B	99.453	625	30.03.2011

 

 

 

VIPsight Shareholders

in April

 

VIPsight Shareholder ID <click here>

 

 

 

Event Diary

 

18 May 2011 Neuer europäischer Corporate-Governance-Rahmen? [New European Corporate Governance Framework?]

Organizer: DAI; place: Hotel Hessischer Hof, Friedrich-Ebert-Anlage 40, Frankfurt am Main; cost: €900, info: 069 2915-0

 

 

 

Reading suggestions

Braunberger, Volker, Everling, Oliver, and Rieken, Uwe, Rating von Depotbank und Master-KAG

Gabler Verlag, 250 pp, €42.95, ISBN 978-3-8349-2578-7

The book shows institutional investors how the options allowed since the banking oversight circular can be used in practice. Field reports, as well as articles on future perspectives and new ideas, present ways to assess and implement Master-KAG [capital management company for the administration of special assets] concepts. A rating of master-KAGs and custodian banks looks at the extent to which cooperation with international asset managers can be facilitated, reporting from several asset managers made uniform, independent units incorporated into consolidated reporting and depreciation risks reduced.

 

Heesen, Bernd, Cash- und Liquiditätsmanagement

Gabler Verlag, 332 pp, €49.95, ISBN 978-3-8349-2594-7

The work presents the topic from practice and for practice in detail, using an Excel-based multi-period example. It covers the entire spectrum of the subject treated and explains how a current cash and liquidity status is created. Particularly interesting are the various points of view: for the tax accountant, for management, for the banker and for the capital-market perspective.

 

Kaiser, Dirk, Treasury Management

Gabler Verlag, 422 pp, €34.95, ISBN 978-3-8349-2674-6

The textbook interconnects internal financing, external financing and ‘Investivsaldo’ [investment balance], the central cash flows of a firm, through the Cash Flow Statement, and makes them ​​accessible to holistic management using the various methods of profitability calculation. Topics such as starting a business, the stock market, bankruptcy and cash-flow statements under IFRS are discussed in detail. New to the second edition is discussion of the so-called "Mini-GmbH" as a relevant legal form for startups, and of the European Company.

 

Ott, Wolfgang, Unternehmenskauf aus der Insolvenz

Gabler Verlag, 2nd ed., 208 pp, €44.95, ISBN 978-3-8349-2612-8

The negotiating process between prospective buyer and bankruptcy administrator proceeds according to fixed rules. An expert in insolvency law describes these steps, starting from the crisis. This 2nd edition has been completely revised. The rapid pace of legal development provides new topics such as the insolvency-plan procedure and self-administration. A valuable, highly topical practical companion for all involved.

 

Port, Michael, and Steinlein, Fabian, Kapitalmaßnahmen

Gabler Verlag, 215 pp, €49.95, ISBN 978-3-8349-2595-4

The tax treatment of corporate actions is among the most demanding jobs in consulting practice. The work describes classical as well as special measures and shows their practical features in the tax classification. The book is based on the current legal position; the changes to the Finance Act 2010 are incorporated as are the latest court decisions and administrative instructions.