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CEWE Stiftung & Co. KGaA: Reverse Corporate Governance
Companies with a limited partnership structure also have corporate governance. The owners of the share-like limited partnership shares mostly have nothing to do with it, though. Instead, other people or companies are in control of these ventures. Sometimes, there can be surprising developments with these complicated constructions.
If you withhold the corporate governance rights from the shareholders, they ultimately have to stay somewhere else. The result can look like this. CEWE Stiftung is a company with a limited partnership structure. The business of the company is managed by the Neumüller CEWE COLOR Stiftung.
The Board of Trustees of this entity decided on November 29th, 2022 to extend Dr. Rolf Hollander´s term of office as a member and in his function as Chairman of the Board of Trustees. This news was expected by many observers. But the same cannot be said of the further information published a few days later. The Board of Management of the Neumüller CEWE COLOR Stiftung had legal concerns about the conformity of the Board of Trustees' decision.
On January 1st, investors learned the result of this dispute. Following the examination of the vote on Dr. Hollander´s membership of the Board of Trustees, it became clear that the appointment was void according to too legal opinions. Thus, Dr. Hollander´s term of office at CEWE ended by the end of 2022, while the Management Board asked the state foundation supervisory authority to ensure that the Board of Trustees is properly reappointed to remain able to act.
The company was hit by an unexpected power struggle. So, it only remains to wish that the Management Board´s hopes will come true and that unity at CEWE could be restored through a new start in the Board of Trustees and the start of the new CEO, Ms. Yvonne Rostock in 2023.
Fresenius Medical Care AG & Co. KGaA: Wash my Fur, but don´t wet me
In May, it all sounded like a beautiful dream. The Supervisory Board of Fresenius Medical Care unanimously appointed Dr. Carla Kriwet to succeed Rice Powell as the new CEO of the company. Mr. Powell left the company after 25 years, including a full decade as CEO.
Just a few weeks after taking office on October 1st, Dr. Kriwet had to announce a revision of the earnings outlook. However, the press release was opened with the statement “I am excited having started to work for this great company.” That may have been the case at the time. But such statements are rarely found in a profit warning. Therefore, the announcement regarding Helen Giza to take over as CEO of Fresenius Medical Care was not entirely unexpected. After all, a lot can happen over the course of a month. Here, for example, significant strategic differences seem to have emerged within just a few weeks. Consequently, Dr. Kriwet decided to leave the company at her own request and by mutual agreement due to strategic differences.
Unfortunately, the press release did not explain the meaning of mutual agreement in this case.