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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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The Aareal Bank has appointed its first woman, Dagmar Knopek, to the Executive Board. From 1 June she is to take over management responsibility for the market areas in the Structured Property Financing segment from Dirk Große Wördemann. He will leave the Board of the Wiesbaden property specialists at his own request on 31 May this year.

 

The Annual General Meeting on 23 May is to elect Andreas Biagosch and Martin Komischke to the Supervisory Board of AIXTRON, as is clear from the agenda for the shareholder meeting. Biagosch worked 28 years for McKinsey in several international projects for the high-tech and other industries, and was a member of McKinsey’s global Shareholder Council. Komischke is CEO of Hoerbiger Holding. Both their extensive experience in areas relevant to the LED equipment manufacturer, as well as the international consulting and industry-based vocational experience of both candidates, were, in addition to the useful additional knowledge and training aspects they bring to the full Supervisory Board, important criteria for the Nomination Committee’s selection and recommendation.

 

Frank Schneider has been newly appointed to the Board of Aurubis from the beginning of May as successor to Michael Landau, with responsibility for the areas of Recycling / Precious Metals and as Labour Director. The 55-year-old comes from Solvay, where he worked since 2002. He was most recently Head of Production and Technology for basic chemicals in Europe. Landau would retire in late May, the leading European copper smelter said on 16 April

 

The Celesio Supervisory Board  is to be re-elected on the capital side at the Annual General Meeting (AGM) on 16 May. After Jürgen Kluge had already made room for ​​ Haniel CEO Stephan Gemkow in December 2012, Professor Julius Michael Curtius and Hubertus Erlen are now to leave the body. Two new figures will then in all probability join the Supervisory Board: Pauline Lindwall and Patrick Schwarz-Schütte should be elected. The Supervisory Board of the pharmaceutical wholesaler includes six representatives each of the employees and the shareholders. While the employees elect their candidates directly, the Supervisory Board proposes the shareholder representatives, which must then get AGM approval. Due to the narrow majority the Duisburg Haniel clan has, the votes are a mere formality.

 

At Deutsche Bank, three shareholder representatives on the Supervisory Board are to be changed. The former chief financial officer of JPMorgan Dina Dublon, the Düsseldorf company lawyer Georg Thoma and the former chief financial officer of UBS John Cryan are to join the body. With these three, the financial sector should become more important on the supervisory board. All three need to be confirmed by the Deutsche Bank Annual General Meeting (AGM) on 23 May. The candidates will replace management consultant and former Arcandor boss Karl-Gerhard Eick, Robert Bosch Industrial Trust’s Managing Director Tilman Todenhöfer and E.ON and Bayer Chairman Werner Wenning. The economist and mathematician Dublon currently teaches at the prestigious Harvard University in the U.S. From November she is to replace Todenhöfer, whose term is ending but will, according to the Bank, run for the period until the end of October only.  Thoma, considered an M & A specialist, works for the international law firm Shearman & Sterling in Düsseldorf and specializes in corporate law. The 52-year-old Cryan works for Temasek, the Singapore sovereign wealth fund. The positions of Henning Kagermann, Suzanne Labarge and Johannes Teyssen also expire at the end of the AGM. They are proposed for re-election. Ver.di will in future have much more say on the Supervisory Board of Deutsche Bank. Through the acquisition of Postbank, its influence has increased. A large part of the Postbank employees are members of the union, which has already frequently been in conflict with the bank.  So Frank Bsirske will also be joining the Supervisory Board of the largest German banking house after the AGM. The union boss was elected as employee representative to the Supervisory Board of the Frankfurt DAX Group on 16 April. That Bsirske, on the Supervisory Board of Deutsche Postbank for the last three years, would also go to the Supervisory Board of Deutsche Bank was since the autumn seen as a foregone conclusion. Together with Timo Heider and Bernd Rose, six members of the twenty-member Board will be Ver.di instead of the previous four. Stephan Szukalski, head of Deutsche Bank’s staff association, joins the body, while Supervisory Board Deputy Chief Karin Ruck did not stand. For now, Ver.di representative Alfred Herling, on the Supervisory Board since 2008, will be Vice Chairman of the body, which among other things appoints the CEO. He is to be elected by the new Supervisory Board after the AGM on 23 May.  Independent employee representative Sabine Irrgang will also join the Supervisory Board.  The occupation of the posts had been hotly debated before the elections, because they are very important for the unions’ balance of power.  Likely soon no longer to be represented are Marlehn Thieme, Stefan Viertel, Renate Voigt and Wolfgang Böhr. The bank would already meet the politically demanded women’s quota. Almost half of the supervisory board is already female. The CDU / CSU aims for a quota of at least 30 per cent; the SPD wants 40 per cent.

 

After more than 23 years at the top of the Supervisory Board of Dürr, Heinz Dürr resigned following the Annual Meeting in Bietigheim-Bissingen on 26 April. Klaus Eberhardt now takes the chair of the machine and plant group’s Supervisory Board. His successor is a down-to-earth man with a lot of experience in a company like Dürr, said the future Honorary Chairman of the Supervisory Board.

 

Guillaume Faury takes over the helm from Lutz Bertling at EADS helicopter subsidiary Eurocopter. The Board of Directors has complied with the request of Bertlings, Chief Executive Officer of Eurocopter and Member of the EADS Group Executive Committee, to leave the company with effect from 30 April. Faury, previously head of research and development for Peugeot, will take up his post at Eurocopter on 1 May.

 

At the forthcoming Annual General Meeting (AGM) of GILDEMEISTER on 17 May Professor Raimund Klinkner is to be elected as the new chairman of the supervisory board. This is evident from the invitation to the AGM. Hans Henning Offen wants to be elected to the body again, but not take the lead. The longtime chairman of the board wants for age reasons to work less.

 

Jürgen Kaiser-Gerwens is to leave his post at Kontron by his own decision on 30 June. Since February 2011, he has been on the board of the embedded-computer computer specialists as CFO and hence responsible for Finance, Treasury, Legal, M&A and internal audit. Kaiser-Gerwens will work closely together with CEO Rolf Schwirz to enable a smooth transition, it was said.

 

After six years as CEO of MTU Aero Engines Holding Egon Behle wants not to renew his contract again, but instead turn to other tasks in his personal life plan from 2014. The supervisory board of Germany’s largest engine manufacturer has appointed Reiner Winkler as Chief Executive Officer from 1 January 2014. Moreover, MTU has appointed Michael Schreyögg, another manager, to the Board from 1 July.

 

The new boss at PUMA is Björn Gulden. Four months after the announced retirement of Franz Koch from the leadership, the ex professional footballer is to lead the company from 1 July, said the sporting-goods manufacturer. The 47-year-old Norwegian is to lead PUMA out of the crisis. The commitment had already been speculated on at the end of February, but Pandora’s CEO then gave a clear denial.

 

After Gerhard Cromme resigned from his position at ThyssenKrupp on 31 March, Kersten von Schenck, seconded by the Krupp Foundation, has now also retired from the Board with immediate effect, it has been reported. Schenck joined the Supervisory Board in 2004 and was representative of the Krupp Foundation on the body from 2008. Carsten Spohr and Lothar Steinebach were seconded by the Alfried Krupp von Bohlen and Halbach Foundation to the Supervisory Board of ThyssenKrupp as successors. The Chairman of the Foundation is Berthold Beitz. According to a statement of 22 April by the industrial group, the membership had immediate effect.  Neither are members of the Board of Trustees of the Krupp Foundation, which may send three representatives of its own to the Supervisory Board without election by the shareholders.

 

Helmut Becker has informed the Supervisory Board that he will not renew his contract but on 1 June join the Board of Tipp24 to handle marketing there. Becker has since September 2009 been a board member and Chief Commercial Officer of XING in Hamburg, responsible for the areas of e-recruitment, events and activities in Switzerland and Austria.

 

 

Telefónica: strong women's team on board

The TecDax company Telefónica Deutschland Holding AG is the new leader of the Women on Board Index. With 50 percent of women in the Supervisory Board and a woman on the Board, the Group is the flagship company in terms of female executives. The parent company Telefónica SA has its headquarters in Spain, by the way – there has been a mandatory quota for women there since 2007. A legal quota of 20 percent female supervisory board members by 2018 was recently rejected by the German coalition government. Shortly before, the association “Frauen in die Aufsichtsräte” (FidAR) had published the numbers of the Women on Board Index.

The index shows the number of women in supervisory boards and management boards of companies listed in the DAX, MDAX, SDax and TecDax. The proportion of women in management positions has increased in the 160 corporations, but only slowly. The number of female supervisory-board members is around 16 percent, an increase of almost four per cent since January 2012. Meanwhile, women on the boards come to a share of just 6 percent. According to FidAR President Monika Schulz-Strelow nearly a quarter of the DAX companies are still female-free at management levels.


Sygnis: dual role on the Board

Peter Willinger, CFO, Sygnis Pharma AG, left the company in late March. He is followed by Pilar de la Huerta Martinez, who now adds the tasks of the CFO to her duties as CEO of the Prime Standard listed company. Before becoming CEO at Sygnis, Martinez had already gained experience as chief financial officer of the Spanish biotech company Zeltia.

When Martinez started at Sygnis in 2012, the company was realigning: Sygnis merged with the Spanish X-Pol Biotech, a subsidiary of Genetrix. Thus, the company put a new focus on molecular diagnostics, and wants to market X-Pol's products and technologies better. In Willinger the biotechnology company loses a loyal companion, who was already on board at the time Sygnis still traded under the name Lion Bioscience AG.


Balda: feud over company inspectors

Listed company Balda AG is making trouble for majority shareholder Elector. They want to force a change on the Supervisory Board of the SDax Group. Elector GmbH, of Berlin, wanted an extraordinary general meeting to replace the three-member Supervisory Board of Balda and so gain control of it. The Balda Board rejected the request for a special meeting of shareholders, however.

Investor Elector, which acquired a 27 percent stake in plastic moulder Balda at the beginning of the year, raises serious allegations: according to an opinion from the Hengeler Mueller law firm, Supervisory Board Chairman Michael Raschke violated the of Corporate Governance Code and prematurely agreed to pay a special dividend. Furthermore, Raschke had approved risky acquisitions and wrongly occupied Supervisory Board positions.

The protagonists of this power struggle are old acquaintances: behind Elector is Berlin lawyer Thomas van Aubel. The current Balda Supervisory Board Chairman Raschke was a partner in the office until 2012. in issues of the Annual General Meeting, however, Balda is supported by another law firm, which last year dealt with disputes between Balda and minority shareholder Octavian.

In the event of a new Supervisory Board, Elector has already named its preferred future candidates: Economics and Restructuring expert Oliver Oechsle, lawyer Frauke Vogler and of course Thomas van Aubel himself.