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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


 

VIPsight - March 2013


COMPANIES

 

Deutsche Bank convenes EGM

The Extraordinary General Meeting (EGM) convened by the Deutsche Bank must be the first extraordinary meeting of shareholders of the banking house in at least the last three or four decades. The Kirch heirs are bringing shareholders an additional trip to Frankfurt on 11 April. The additional meeting scheduled, which will reportedly take place at the Frankfurt Jahrhunderthalle and mean earlier-reported costs of eight million euros or more, is aimed at confirming, before the regular AGM on 23 May, the legal certainty of the decisions of last year’s AGM that were challenged, initially successfully, by the circles of late media entrepreneur Leo Kirch’s offspring. The bank announced this on 26 February. The Frankfurt Regional Court of first instance stated in December 2012 that at the 2012 AGM one shareholder could not exercise the right to speak, and accordingly upheld the legal challenge. He had been heard only once, but wanted to have spoken a second time. The Deutsche Bank had appealed against this decision. Unlike in the past, when the bank still registered contested AGM resolutions with the Registry Court because it could probably expect to enforce its position through the courts, this way was blocked this time. The plaintiffs in addition filed procedural motions with the Registry Court, thus blocking the registration of the resolutions until further notice. This now means, among other things, that for the financial year 2012 no auditor who could certify the financial statements was effectively appointed. The decisions included discharge to the Board and the election of the present Supervisory Board Chairman Paul Achleitner and of Peter Löscher and Klaus Rüdiger Trützschler to it. The bank will also postpone the release of its annual report to mid-April.


GESCO: order books are bulging

Good news from SDax company Gesco AG: The 17 subsidiaries of the medium-sized holding company in Wuppertal are sitting on bulging order books with a backlog of about 200 million euros. The SME subsidiaries are active mainly in machine tools, mechanical engineering and plastics technology.

Gesco’s business model has been successful: Since 2002, the holding company increased its net income from 2.9 to 20.5 million euros. Gesco AG acquires solid family companies whose managers cannot find a successor. The subsidiaries remain operationally independent after the acquisition; the new CEOs are brought into the company.


Hess: Four months from Prime Standard to bankruptcy

The lamp manufacturer Hess is insolvent after only four months of listing. Now prosecutors are investigating on suspicion of investment fraud. Landesbank Baden-Württemberg (LBBW), which had accompanied the IPO last year, has made a complaint against the company.

Yet the Baden-Württemberg family SME, with its 65-year history, was at the time of the IPO in October 2012 regarded as a solid company. The listing in Prime Standard, the stock-market segment with the highest level of transparency, also spoke against a speculative value.

The approximately 360-strong company is suspected of having made false statements in the prospectus and of having reported too high turnover for the year 2011. The scandal went public when after internal investigations the Hess Supervisory Board terminated the contracts of two board members. Reason: suspicion that with the knowledge of the Board there had been violations of accounting rules.

Neither the auditors and tax consultants nor securities regulators nor the lead underwriter of the IPO, LBBW, noticed the inconsistencies before the IPO.