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VIPsight

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


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Deutsche Lufthansa AG: The Finance Division gets a Pilot

Demanding circumstances require special measures. This seems to be the motto of Lufthansa´s supervisory board when it made its decision to appoint a new finance director. Remco Steenbergen is the new member of the Executive Board and will assume the position of CFO on January 1st, 2021. Until recently Mr. Steenbergen was the CFO of the Swiss Barry Callebaut Group. Following the resignation of his predecessor, the CEO Carsten Spohr took over the responsibilities of the CFO. With the appointment of the new CFO, the Finance Division will be re-established and shall include controlling and risk management, corporate finance, accounting and balance sheets, taxes, purchasing, and mergers & acquisitions.

It is reassuring that Lufthansa has a CFO again, who appreciates challenges. Amidst the background of the COVID-restrictions, the airline´s business has largely collapsed and improvement is not in sight. It is as simple as that: the survival of the company depends on the successful work of the finance division. The company wouldn´t be where it is today without this work, but it is reassuring to investors that a CFO takes control again.

 

Aareal Bank AG: Demanding final Spurt for the 2020 Accounts

News about personnel changes are often very important to those directly affected, but not so much for the rest of the world. Occasionally there are exceptions to this rule. This applies for example to the information from Aareal Bank AG, that its chairman of the Management Board, Hermann J. Merkens, is temporarily unavailable to perform his duties for health reasons for an expected period of three to four months.

The Supervisory Board immediately took the necessary initiative and made arrangements for the performance of the duties of Mr. Merkens for the interim period. At an extraordinary meeting, the Supervisory Board resolved on substitution regulations for the temporary absence of Mr. Merkens. For example, Mr. Marc Hess will assume Mr. Merkens´ responsibilities for the company´s strategy and will represent Aareal Bank vis-á-vis the capital market and the general public. This is not an easy challenge since Aareal Bank is currently in the middle of a private equity deal. In August, the bank entered into a transaction with Advent regarding the sale of 30% of its IT-subsidiary Aareon at a purchase price of approx. 260m EUR in cash, which is expected to close in the fourth quarter of 2020. Aareal´s bookkeeping will probably appreciate a timely execution and the expected extraordinary profit.

 

Siemens Healthineers AG: Largest Acquisition to date is well on the Way

It´s nice when something works as planned. At least that is what shareholders of Siemens Healthineers would have thought when they heard of the approval of the pending combination with Siemens Healthineers at the extraordinary meeting of shareholders on October 16, 2020. This is a main prerequisite for the planned acquisition, which was announced on August 2, 2020.

In its press release, Siemens Healthineers informed that it entered into an agreement with Varian Medical Systems, Inc., pursuant to which it shall acquire all shares of Varian at 177.5 USD in cash. The total consideration would amount to approx. 16.4bn USD, resulting in the largest acquisition since the IPO in 2018.

Varian is a leading cancer care business, with innovative solutions especially in radiation oncology and related software. In fiscal 2019, the company generated revenues of 3.2bn USD with an adjusted operating margin of approx. 17%. The company is headquartered in Palo Alto, California, USA, and currently employs approx. 10,000 people worldwide. With this portfolio, Varian is regarded as an ideal fit to Siemens Healthineers businesses in medical imaging, laboratory diagnostics and interventional procedures. A positive contribution to adjusted basic EPS is expected within the first 12 months after closing of the acquisition. The acquisition, which shall be financed with a mix of debt and equity, is expected to close in the first half of 2021, subject to customary closing conditions.

In September 2020, Siemens Healthineers issued 75m new shares at 36.4 EUR each, resulting in gross proceeds of 2.73bn EUR. The net proceeds from this issue shall be used as a contribution to the financing of the acquisition of Varian.

 

Wacker Neuson SE: Differences in Opinion open up Positions for new Appointments

Compared to previous years, companies seem to be thinking a little more beyond the current quarter in 2020. This impression is confirmed by many company news from the second half of the year. Wacker Neuson is one of the outstanding examples of this new approach.

The first step of a management alignment was already introduced in September 2020, when the appointment of Mr. Felix Bietenbeck as a member of the Executive Board in the newly created role of a COO was announced. Measured by the share price development, investors appreciated the initiative, which was designed to enable the Chairman of the Executive Board, Mr. Martin Lehner, to focus even more on the Group´s strategic direction and the further strengthening of its innovative drive.

In November, Wacker Neuson surprised the market with step two. The CEO Martin Lehner informed the Supervisory Board on November 18th, that he will not be extending his contract with the company, which expires on March 31st, 2021, for personal reasons. He will leave the Executive Board on December 31, 2020, but continue to serve the Group in an advisory capacity until March 2021. Furthermore, the CFO Mr. Wilfried Trepels agreed to step down from his position ahead of schedule after he informed the Supervisory Board that he would not be available for an extension of his contract as CFO due to differences in opinion over the corporate management. This decision becomes effective on November 30, 2020. As of December 1, 2020, Mag. Kurt Helletzgruber, Chairman of the Audit Committee, has been seconded from the Supervisory Board to the Executive Board until June 30, 2021, in accordance with Section 105 (2) AktG, and will take on the executive responsibilities of the position of the CFO on an interim basis. As of January 1, 2021, Mag. Helletzgruber will temporarily assume the executive responsibilities of the CEO and take on the position of Chairman of the Executive Board.

The share price reaction shows that the second step of the management alignment was not welcomed by all investors. Who wouldn´t want to attend the AGM in 2021?