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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





Nine DAX AGMs online for shareholders

The new ARUG (Act implementing the Shareholder Directive) gives companies the chance to learn their shareholders’ names and be able to contact them by e-mail. Online distribution of invitations to general meetings (AGMs) is not just simpler but also cheaper. Daimler, for instance, is calling shareholders to assent by the end of June to receiving future invitations to AGMs by email, with a prize lottery as a sweetener. For this year’s AGM, 4,500 Daimler shareholders have already printed out their invitation cards at home. The new ARUG also lets shareholders access the AGM event online. However, as a survey by Börse Online and Financial Times Deutschland (FTD) shows, the online AGM still largely remains a one-way street. For instance, while the board speeches and the general discussion can be accessed, the opportunity to join in the debate or put questions online largely remains music of the future. Companies are hesitant particularly because they fear challenges to AGM resolutions. Here the rules state unambiguously that if an Internet connection fails during online voting, it will be at the shareholder’s expense, as long as the company has previously checked the connection. For 2010 nine of the 30 DAX groups are offering their shareholders the complete AGM online. And at MAN, RWE, SAP, ThyssenKrupp and VW access is also open to non-shareholders.


IVOX complains of CG shortcomings in the MDax

Independent proxy voting agency IVOX reckons the MDAX has a lot to catch up on as regards transparency or implementing corporate governance (CG). For instance, only ten of the 50 companies were disclosing information on the careers of their Supervisory Board members. References to former board members on the Supervisory Board were as a rule not there. Only two of the MDAX groups disclosed who took part in Supervisory Board and committee meetings. 14 companies gave no indications on the CEO’s pay. But pay levels are hardly an issue here. And the holding of multiple posts, as in the DAX, occurs fairly rarely. 21 of the 50 MDAX groups were rated as having “considerable shortcomings” in CG.


Investigators are looking for sustainability

32% of investors, according to a Forsa representative survey of 500 financial decision-makers commissioned by Union Investment, find sustainable investment attractive. Among 20- to 29-year-olds the proportion was even 45%. And 63% of investors are even prepared to accept a lower yield for the sake of a sustainable commitment where economic and social aspects are also taken into account.


KPMG helps with sustainability reporting

The accounting and consultancy firm KPMG has published a “Handbook on sustainability reporting 2008/09”. The study, 76 pages long, finds that reporting on sustainability is becoming increasingly established among the hundred firms with the highest turnovers. The companies take advantage of it to portray their performance as a whole, identify financial advantages, enhance innovative power and meet shareholders’ information needs. The ideal is to grow economically while offering future generations the same ecological and social opportunities and possibilities as exist today. However, to date there is no uniform, world-wide definitive format or framework for the sustainability topics there is a duty to report on. All the same, the majority of companies are showing a systematic, integrative approach, putting together strategy, portrayal of sustainability performance and structured stakeholder commitment. Among important topics are corporate governance, responsibility throughout the supply chain, effects of climate change and sustainability on the capital market.


Supervisory boards cannot delegate liability

A Chief Compliance Officer at a listed company as a rule has the job of preventing legal violations from being committed from within the company. This meant, as Hans Richter, senior prosecutor with the Stuttgart specialized prosecution service, explained at a DAI seminar on “Professionalization of Supervisory Boards – liability, diversity and female quota”, that the compliance officer had the position of a State guarantor, pursuant to §13 of the Criminal Code (StGB), reducing the board’s liability. The Supervisory Board’s liability remained unaffected. The pattern chosen by Siemens of attaching a Chief Audit Officer directly to the Supervisory Board – with no board authority over him – left board liability unaffected, but in no way meant that the Supervisory Board’s liability was diluted: “For Supervisory Boards, delegating this responsibility is not possible.”


Too few photos of Supervisory Board members

In its March survey, geschäftsberichte-portal, Germany’s biggest database for business reports of listed companies, focused on the theme of photographs. It found that in current business reports the board was shown in individual photos in 42.86% of cases, and in 35.71% with a group photo against a neutral background. Only 7.41% showed the board as a group against a specific background. By contrast, the members of Supervisory Boards were less present photographically. In one third of cases there were no photos of them at all, while in 58.33% the Supervisory Board chair was shown in an individual portrait. In 8.33% of cases there was a group photo of the Supervisory Board.

Additionally, geschäftsberichte-portal asked about the attitude towards graphs in the business report. 8.33% indicated there were no graphs in the current business report and none were planned in future. A further 16.67% had no graphs currently, but would incorporate some in the report in future. In 75% of cases graphic presentations are already contained in the present business report.


Women lawyers call for higher proportion of women

The German Association of Women Lawyers (DJB) is pushing for a higher quota for women on company bodies at over 70 AGMs of major companies. Uta Behrens and Susanne Weßler-Hoth want to hear from board and Supervisory Board members why the proportion of women among owner-side Supervisory Board appointees and in leading positions has scarcely risen. At ThyssenKrupp, Siemens, Porsche, Infineon and also at Merck, they have already made use of their right as shareholders to information. Federal Minister for the Family Kristina Schröder is planning in this connection initially to use public rankings to “put the companies under pressure”.


Fund on environment themes demanded

According to a survey by Swiss asset manager Pictet, sustainable funds are rising strongly again. The fund companies surveyed want to build up investments in sustainable real estate by 30%, in sustainable share funds by 20% and in sustainable money-market funds by 3%. All of these are, however, outranked by environment-theme funds, where a rise of 43% is expected.