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

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Buhlmann's Corner


The council – to safeguard or act boldly?

The shareholders – Opinion or Monopoly?


The AGM of MünchnerRück, a world-renowned re-insurance company was typical of those held in 2017. Decent results for direct insurance business kept far from the glare of the spotlights makes for a dividend that keeps shareholders happy.

When the time came for the game of boardroom musical chairs, most of those involved got up with good grace and applauded. The majority was very happy.

At the actual vote, however, more than two-thirds of those shareholders voted against management, making a point of leaving it very much out in the cold, isolated and tawdry instead of successful. So much seems the custom of today. Thousands of holders come to the hall to sit at the feet of the management and supervisory boards, wielding a combined clout of between 2 and 2,6 % of capital.

Down the left-hand side, and sometimes on the right side too, there are two or three bag carriers. Low profile people of whom little is known but who, for the duration of the AGM, represent the majorities that are kept in non-strategic holdings or by anchor shareholders.

The bags are full of votes cast, indeed they have been for a week. So, no prizes for guessing that not only can anyone with the right insider contacts find out the results they contain, but also manipulate them. Remember the case four years ago of the candidate for the presidency of a certain Supervisory Board who 24 hours before voting was due to start announced he was withdrawing his candidature, only to throw his hat back into the ring 11 hours later after a panel of 2-3 experts had discovered “irregularies in the instructions to shareholders on casting early votes” in the bagged vote. The Dax Chair won the day with a margin of 63 % of those present.

The reason why attendance is hard put to reach 70% when the major shareholders are taking part is to be sought not only but mostly in the ETF make-up of BlackRock, iShares and others; glib with good corporate governance but when the chips are down they decide in favour of what costs less and forget the vote. This is what the “positive” in “positive trend” means.

we” on the other hand prefer a more formal, less entrepreneurial approach. It is more tiresome to count the number of times a management board failed to convene despite being summoned than to judge its performance. The issue of how much time ought to pass between presiding the board of management and presiding the Supervisory Board on the other hand is never given the time of day.

A question that time strategists tend to overlook, and so risk setting a wrong date for voting, perhaps by a mere 70 hours. I Linde Manfred Schneider was on the Supervisory Board for 18 days over into the subsequent period in order for everything to dovetail with his successor, former president of the management board. Even more precise were the terms of our re-insurance company. Helmut Perlet held the presidency for 3 days in 2017 in order to pass the sceptre to Michaale Diekmann, who accepted. There is no lack of similarities (Bayer comes to mind) and the list of the Responsibilities gets longer: responsibility by the hour and conflicts of interests scheduled to fit monthly planning.

That’s how things work because that’s the way we like it. It might not be to everyone’s liking but the fact remains that two-thirds of decisions are taken at Rockville and the remaining third in San Francisco, and every so often someone gets up and says their piece in settings less spectacular such as Ethos in the Alps or Proxinvest on the Seine. Thank goodness. That gives us a chance to confer. When the logistics and organisation of both (there are only two AGM organisers left in the world) work according to plan, everything’s cool and we begin at the beginning.