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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.

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Buhlmann's Corner


Corporate Governance is when everyone does what I think

So, who am I? I’m you, obviously. What about the stock-market, though? Their share pricing? Are they playing this game of mirrors too?

In November 2015, Oddo SeydlerBank and Banca IMI (the investment division of Banca Intesa San Paolo, Italy’s biggest and most successful bank)  placed Steilmann Holding SE on the stock market but it didn’t even get as far as the end of the first AGM. A mere one hundred days later the fashion company went bust, though certified by KPMG, and lost its shirt. So exactly what were the big three – Oddo, Intesa and KPMG – so busy keeping an eye on? Themselves in the  mirror, perhaps, wondering how to make the world a better place? Who knows?

Siemens placed its illuminated sister company OSRAM on the stock market but then lost its cool when 18 months later sister changed her strategy. Apparently it didn’t occur to sister to ask what mother thought, strange indeed seeing as how Siemens has a seat on the OSRAM Supervisory Board which gives it a say in deciding this and all new strategies. As things turned out, it was all over bar the shouting at last February’s AGM. The  executive board Chairman was discharged with a paltry 71% of the vote while his fellow board member responsible for the less than convincing communication campaign, rang up a respectable discharge vote of 97%. He was, admittedly, out of the company 60 days later, as the activist shareholder Siemens learned its lesson.

Wirecard is no stranger to this kind of game. The executive and Supervisory boards as well as (especially) the shareholders could only look on as a pack of thieves who grab shareholder assets set about scaremongering casting doubts and spreading rumours about no profits. MLP and SIXT are only two classic examples of this and some even say that “this disease began in America”.

Stroer is itself living proof of this, a company which, with the help of a major shareholder carved out a future for itself by undergoing an incredible transformation from bill-sticker to advertising producer on 4.0. media. The success stories are just as clear-cut and extensive, Axel Springer in Berlin, for example. The onslaught was launched by the aptly named Muddy Water Research who collect their profits from under the noses of the shareholders losing out.

Everybody was looking but nobody knew a thing about what was going on. Certainly not Commerzbank who as though as pure as the driven snow tried to mislead its shareholders shortly before facing accusations of cum-cum (or perhaps cum-ex….) trading before the notary’s ink had dried on the company register. Volkswagen, dragged down by unknown forces, was hard put to keep its head above water while, accompanied by the applause of the local trade union boss and deputy chairman, the owning family’s private “sister” was handing out a five times richer dividend. Then Deutsche Bank, which by commercial law could and by company-shareholder law should set and distribute a dividend, is looking like they haven’t the slightest intention of doing so but prefer to catch up with bonuses frittered away in recent years.

In conclusion, I wonder if trade unions have corporate governance too, or, more to the point, whether they should have it.

There are top-level officials who join executive boards (recently OSRAM and Thyssen Krupp) and there are ministers who, instead of facing up to their responsibilities exploit the third-sector trade-union ver.di  to settle or lay down anti-trust decisions – to suit their own agenda.

So, like I said. Corporate Governance is when everyone does what I think. Hey Panama! You don’t need a weatherman – I can tell which way the wind blows!