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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 - 1st Quarter 2018

 

COMPANIES

 

Bilfinger: Aftermath of a management disaster

As a result of an investigation, the supervisory board of Bilfinger SE resolved to assert claims for damages against all of the former members of the executive board in office from 2006 through 2015 who joined the executive board prior to the year 2015. These former board members are accused of breaches of duty in the implementation of an orderly compliance management system. Also, it is assumed that some former executives also breached their duties in connection with M&A projects.

According to the current provisional calculation, the recoverable damage is expected to amount to a low three-digit million Euro amount. However, the precise amount of the damage claims and to what extent these can actually be asserted has not yet been determined.

The most prominent target of Bilfinger is Roland Koch, the former premier of Hesse, who acted as chairman of Bilfinger´s executive board from July 2011 through August 8, 2014. According to a report on Reuters, though, Koch said he is not aware of having done any wrong during his tenure and reacted with surprise to the decision by Bilfinger´s supervisory board.

 

Linde: Business Combination with Praxair might require

The board of directors of Praxair, Inc. recently postponed its 2018 AGM (initially scheduled for April 28th, 2018) given that Linde and Praxair anticipate that the business combination will close in the second half of 2018. It is understood that the postponed AGM of Praxair would be held later in 2018 only if the business combination with Linde is not consummated.

A few days later Linde surprised its shareholders with the information that discussions with antitrust authorities have resulted in indications that merger clearance of the business combination of Linde and Praxair will be subject to requirements more onerous than previously assumed. Nonetheless, the news release also confirmed that the merger partners remain convinced of the merits of the business combination. Wouldn´t it be a nice idea to discuss this in more detail at an AGM?

 

Volkswagen Group: Dieselgate, Dieselgate and even more Dieselgate in the pipeline

After billions spent as a consequence of unethical business practices, ongoing promises to do it right from (insert day depending on the occasion) on, and efficient blabla one might have thought that Volkswagen would finally start to work on its corporate culture to clean up the effects of a poor corporate governance. Probably wrong, since still so much efforts are made to preserve the status quo as long as possible rather than to correct wrongdoings and most of all the corporate governance and corporate culture.

But even in Germany with its strong lobby groups promoting the car industry and its close ties with politicians this comes at a high price. This time, Audi was the target of the prosecutors, searching Audi´s facilities as well as the homes of several current and former Audi employees in an attempt to widen the inquiry into the manipulation of diesel emission tests. And it goes without saying that Audi ensured that it was cooperating with the authorities.

 

Daimler: Carmakers and politics don´t go well together, don´t they?

“Look at situations from all angels, and you will become more open.” doesn´t sound like the ultimate marketing slogan. But when Daimlers´ Mercedes-Benz brand presented a white car on a beach along with this slogan in an Instagram post, it hit the spot. Apparently, the message was not welcome by Chinas communist party. Not only the content created a problem, but much more so, that it came from the Dalai Lama, who´s thoughts are in general not well regarded with Chinese authorities. 

According to the Chinese Xinhua news agency, the Daimler CEO Dietmar Zetsche and a local company official even sent a letter of apology to the Chinese ambassador to Germany, regretting the hurt and grief that its negligent and insensitive mistake has caused to the Chinese people.

The incident demonstrates once more that ethics and moral are not the strongholds of German carmakers, while politics and lobbying continue to play an important role. And by the way, did you notice Zetsche´s warning about a growing trend towards the political right with Daimler´s workforce? The timing may be just coincidental and most likely is not due to the incident on Instagram. But carmakers and politics anyhow don´t do well together, don´t they?

 

CECONOMY: Ongoing struggle for control over Mediamarkt-Saturn

Following the death of the co-founder and minority owner of Media-Markt, Erich Kellerhals, some market participants thought that the long-lasting battle between him and the majority owner CECONOMY for the control over Media-Markt soon might come to an end. Wrong assumption, as it turned out.

According to an article in Spiegel online, CECONOMY aims to acquire the shares owned by the inheritors of Kellerhals to settle the issue. The article also informed that the minority owners refused to sign the accounts of Media-Markt so far due to questions on certain valuations made. Without signed accounts, Media-Markt cannot payout dividends to its shareholders, thus limiting the dividend potential for CECONOMY shares.