Buhlmann's Corner

Greeks bearing gifts

“Quidquid id est, timeo Danaos et dona ferentes,” says Virgil in his epic on the Trojan War, and that’s precisely the way things are going now with Infineon shareholders in Munich. The old-new Supervisory Board chair, Professor Wucherer, is now the self-styled lame duck. Officially, to secure his chance of election, he is limiting his period in office to 12 months. We’ve no idea what the notary did with that: whether he minuted this declaration. or only the five-year appointment was entered in the document. If the new Supervisory Board is wise, then it won’t appoint the board for five years, but leave that to its successor next year.

We have several times been asked how such an unexpected voting outcome can be explained. It is a normal thing here that management knows the declared votes well before the meeting and can adjust to that. In a black box, it then tests the instructions long enough in order for the right choice of motion and election procedure to guarantee the “desirable” result. As long as shareholders do not take part in the vote, or are represented at the AGM only blindly with one-way instructions and then display no interest in how the vote actually happened, the owner’s will is going to be subordinate to executive management’s.

Just imagine that a week before the election Angela Merkel could assess the postal-vote ballot boxes, with two thirds of the total votes, to decide whether the election campaign ought to be completed. That is just what happens, and even more. As long as shareholders ask their agents whether the vote was cast – and don’t (want to) see that all they can do is simply confirm having passed on the voting instructions – the stability of this system-for-show will go on working. In practice we know that participation in the vote doesn’t (ever?) come about. As long as institutional voters contentedly file away an incomplete voting receipt, since after all they’ve paid for it, one must still continue to “fear the Greeks, even bearing gifts”.