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

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

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

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

VIPsight International

Article Index

VIPsight - 2nd Edition 2023




Allianz SE: Ignoring a Technical Dilemma

Since BaFin has taken its tasks seriously, even supposedly top names are no longer immune to criticism. The restrained communication about a current event shows the force with which this realization hit Allianz.

The problems are not even new and have been reported several times. What appears to be new, however, is that BaFin has evidently lost interest in troubleshooting and is now demanding solutions instead. Allianz will probably not get any further with excuses and needs to act. According to an article in the Handelsblatt, the main focus is on greater integration of the IT units within the parent company. The reinsurance business is particularly affected.

The measure is intended to contribute to reducing risks and increasing efficiency and is therefore welcome from a shareholder`s point of view. On the other hand, the continuous stream of negative news of this kind is unpleasant. Maybe Allianz could hire someone with the right communication skills who can give investors an overview of the problem areas in the IT units, the nature of the risks, as well as the costs and procedures for solving the problems. Combined with future proactive communication, this would be a step that would also benefit the group´s reputation. In times of volatile markets, this is a good investment.


BAUER AG: A Company goes dark

The balance of power has shifted at BAUER AG. The new positioning also affects the free shareholders. For example, the Executive Board of BAUER has decided to support the delisting of the shares from the Regulated Market of the Frankfurt Stock Exchange as sought by SD Thesaurus GmbH and the Supervisory Board of the company.

BAUER AG and SD Thesaurus GmbH plan to conclude a delisting agreement, and SD Thesaurus GmbH will structure a delisting offer to the shareholders following section 39 of the Stock Exchange Act. BAUER AG is committed to applying for the revocation of the admission of the company´s shares to trading on the Regulated Market of the Frankfurt Stock Exchange during the acceptance period of the Delisting Acquisition Offer so that delisting should become effective shortly after completion of the offer. The company added that it will not apply for the inclusion of its shares in the Open Market of a stock exchange.

According to BAUER AG, the economic benefit of including the shares in the Regulated Market no longer justified the associated expense. The regulatory framework is considered to be increasingly restricting the company and causing significant costs to comply with and implement the numerous legal requirements. The withdrawal, therefore, is considered to result in a reduction in the company´s future administrative and cost expenditure.

These arguments have been heard many times before. What is astonishing is that it is said primarily when a new major shareholder appeared. And to this day no one has been able to explain why it should apply to the inclusion of the shares in the Open Marke


Brenntag SE: Public Shareholder Correspondence

Critical shareholder voices are part of everyday management at Brenntag. This does not necessarily mean that the shareholders are correct in their criticism. But at least one can say that this management has learned how to deal with it. Brenntag could also use this experience when dealing with a recent letter from PrimeStone Capital LLP.

It looks like the investor and Brenntag have been in an intensive exchange of views for a long time, with a focus on corporate governance topics. In this context, the disposal of Brenntag Specialties is just one step requested. At the same time, the investor requests 

- a stronger focus by the Supervisory Board on management´s performance and cost efficiency,   

- the end of equivocal, misleading, or erroneous communications, and 

- a sense of urgency in doing all of the above.

What at first glance looks like an action plan is at the same time a condemnation of the company´s previous approach and the quality of management decisions. If Brenntag wants to keep its strategic and operational course and deliver a compelling answer, strategic babble, plans, and intentions will not suffice. For a credible reaction, this management must also critically analyze and evaluate its own decisions to date.