NRA fires employees: The gun lobby also suffers

DThe corona virus also affects the American arms lobby National Rifle Association (NRA). As a spokesman said, employees were fired or sent on short-time work because sources of income such as weapons seminars, rifle competitions and the annual general meeting no longer existed. In addition, the organization, which has more than five million members, is said to be financially stricken due to legal disputes.

The NRA has filed dozens of lawsuits against cities and towns since the pandemic began, which classified arms deals as “not material” and forced them to close. “It is never easy to defend freedom. But we will become even stronger to defend the second constitutional amendment, ”the NRA chairman alluded to attempts to ward off stricter gun laws, as in the past.

The gun lobby, founded almost 150 years ago, is one of Donald Trump’s most loyal supporters. In 2016, she spent more than $ 30 million to support his campaign.


Voting rights advisers criticize Commerzbank’s remuneration system

Frankfurt The Commerzbank is holding a virtual general meeting for the first time this year because of the corona crisis. But even without protests from small shareholders on site, there will be no shortage of critical topics at the event on May 13.

Added to this is the criticism of Commerzbank’s remuneration system. The influential voting rights advisor Glass Lewis and his German subsidiary Ivox recommend that shareholders reject the slightly modified remuneration system for members of the Management Board in March 2020. This emerges from the recommendations of both companies for the Annual General Meeting, which are available to the Handelsblatt.

“From our point of view, there is great potential for improvement in the company’s remuneration policy,” says the Glass Lewis study. The goals on which the variable remuneration of the Board of Directors depends are too vague and too focused on the bank’s performance in the past.

Anglo-Saxon investors in particular often follow the advice of proxy advisors such as Glass Lewis and ISS at general meetings. If the Commerzbank shareholders did not endorse the remuneration system, the Supervisory Board would have to deal with it again. Germany’s second largest private bank did not want to comment on this.

Criticism of the number of positions

In his study, Ivox also speaks out against the planned election of Jutta Dönges to the Commerzbank Supervisory Board. The co-boss of the finance agency is to be elected as the new representative of the federal government to the control committee in May – together with Frank Czichowski from the KfW development bank.

Dönges and Czichowski are to replace State Secretary Markus Kerber and Anja Mikus, who heads the State Fund for Nuclear Waste Management. After Commerzbank’s rescue from the crisis, the federal government still has a good 15 percent stake in the bank – and anything but satisfied with the development of the money house in recent years. In Berlin, some have hopes that Dönges and Czichowski can give new impetus to the supervisory board.

But at least Ivox has reservations about the Dönges personnel. There are no doubts about the manager’s qualifications, according to the study based on guidelines of the BVI fund association. “However, there are concerns about the number of mandates.”

Dönges is already a member of the supervisory bodies of the FMS Wertmanagement and the Deutsche Pfandbriefbank. In addition, there is her job as managing director of the finance agency, which Ivox rates as an “executive position” like two mandates.

According to this method of counting, your work on the Commerzbank Supervisory Board would be your fifth mandate. And that would be two more mandates than Ivox recommends for people in an “executive position”. “Therefore, this election should be viewed very critically,” said the voting rights advisor.

The finance agency did not want to comment on Ivox’s criticism. However, a spokeswoman pointed out that Dönges had resigned from the supervisory board of Eurex Clearing in order to avoid conflicts of interest.

In contrast to Ivox, the parent company Glass Lewis has no objection to the choice of Dönges. Other persons familiar with the personnel also consider the appointment to be sensible, after all the financial agency manages the federal government’s participation in Commerzbank and is in close contact with the institute anyway.

Dönges is also highly valued in Berlin because it closely monitored the Commerzbank strategy review. Some also believe that Dönges’ work at FMS Wertmanagement cannot be viewed as a full supervisory mandate.

More concrete goals for 2020

The core remuneration system for Commerzbank board members has existed for several years. In March it was slightly adjusted to take account of the new requirements of the second Shareholder Rights Directive (ARUG II) and the new version of the German Corporate Governance Code. The most important innovation is that a maximum remuneration for each member of the Board of Management of six million euros per fiscal year has now been fixed.

The variable remuneration of the Management Board depends 70 percent on the achievement of the Group’s goals and 30 percent on the development of the department for which the respective Management Board member is responsible. In addition, individual goals have an impact on the amount of bonus payments.

When calculating the variable remuneration for 2019, the development of the bank and the respective department in 2017, 2018 and 2019 is taken into account. Glass Lewis criticizes this approach as backward and advocates “forward-looking” goals. However, this would have the consequence that Commerzbank could not set the bonus payments for 2019 until 2021 – and that the actual payment to the Management Board would then be postponed even further.

Voting rights advisers also take a critical view of the fact that the expectations of the Management Board are not described clearly enough. The performance goals are “only presented in a descriptive manner, but not clearly disclosed,” complains Ivox. As a result, it is not understandable for shareholders whether the goals for the Management Board are ambitious enough, emphasizes Glass Lewis.

Strictly speaking, these comments do not refer to the remuneration system, but to the remuneration report, which the Annual General Meeting does not vote on this year. Nevertheless, there are employees within Commerzbank who find this criticism justified. According to financial circles, the goals for the Executive Board in the 2020 financial year have therefore already been formulated more specifically.

It is of course another matter whether there will be any significant bonus payments in view of the Corona crisis 2020. In addition, the payment of Commerzbank management is generally rather below average compared to other institutions. In the past year, the total remuneration of the Management Board amounted to EUR 12.1 million. At the neighbourhouse Deutsche Bank the executive committee received almost three times as much despite a loss of billions.

Assistance: Jakob Blume

More: Bank President Zielke: “Must review Corona business model”


Deutsche Bank shareholder demands dismissal of AR boss Achleitner

Paul Achleitner

A critical shareholder has been calling for the chairman of the supervisory board to be dismissed for years.

(Photo: dpa)

Frankfurt Every year: the general meeting of the German bank on May 20, according to the will of the critical shareholder Karl-Walter Freitag, another vote on the dismissal of the supervisory board chairman Paul Achleitner should take place. Friday also demands, among other things, that CEO Christian Sewing withdraw his trust and cut the remuneration for the members of the Supervisory Board, as is apparent from Reuters’ request for amendments to the agenda.


Corona crisis professor Hello Fresh checking shares

Dhe corona crisis has shaken up the stock markets. The Dax lost almost 40 percent of its value within a few weeks as a result of the corona shock compared to its all-time high in mid-February. Although the markets have calmed down somewhat, it still seems too early to speak of a quiet situation on the stock exchange.

However, this does not mean that there are no positive exceptions. Some titles have made new all-time highs in the middle of the Corona Virus era. Hello Fresh is one of them. The share price closed a good 11 percent on Thursday yesterday, marking a record high.

Stock marketers see the Berlin cookbox provider as the winner of the corona crisis. On March 30, the company failed with a forecast for the first quarter of 2020 that exceeded market expectations. The reason: Corona.

Management had observed continued strong growth for the first two months of the year. This growth has accelerated considerably since the second half of March 2020. This significant acceleration in growth is primarily due to the increased demand due to the increased public awareness of the evolving Covid-19 pandemic.

Between January and March, sales should have been between 685 and 710 million euros, after 420.1 million in the first quarter of the previous year. This sales margin significantly exceeded the analysts’ estimates published at that time. With an adjusted Ebitda (“Aebitda”) of between 55 and 75 million euros (in the first quarter it was minus 26.1 million euros), the Aebitda range in consensus estimates was also significantly exceeded.

Annual General Meeting postponed

The figures will be announced on May 5, as planned. In contrast, the Annual General Meeting, originally planned for April 28, 2020, was postponed indefinitely due to the continuing spread of the Corona virus and the longer measures taken by the Berlin Senate in this context. A new date for the Annual General Meeting is to be announced as soon as conditions permit.

But it is not just positive short-term effects that fuel the course fantasies surrounding Hello Fresh. “Social Distancing” is the current trend. Bars and restaurants are closed. Good for companies that deliver the ingredients for delicious meals at home. In addition, with HelloFresh, investors can play a topic that has faded somewhat into the background in the wake of the Corona crisis, but is no less important: the area of ​​careful use of resources.

Our author Christoph Scherbaum is a stock exchange specialist and works as a financial journalist from Ludwigsburg.

Hello Fresh targets the generation who have limited time and desire to go shopping themselves and do a lot of things online every day. The company equips its cooking boxes with recipes for delicious dishes. These also contain the exact ingredients. There is no need to throw away excess food. Particularly important today: The company is increasingly relying on sustainable and recyclable packaging.

Customers can choose between the “Veggie Box”, “Classic Box” and “Family Box”. Prices start at 3.99 euros per serving plus 4.99 euros for shipping. Within these boxes you can choose between different weekly changing menus.

Share at record high

After the stock market launch on November 2, 2017, investors were initially slow to warm up with Hello Fresh. Since mid-2019, however, the Hello Fresh share has been climbing steeply.

Hello Fresh has more in mind. The company is already the world’s leading provider of cook boxes and delivered more than 280 million meals in the 2019 financial year. In the fourth quarter there were around 3 million active customers worldwide. An important milestone was also reached in 2019. Hello Fresh was profitable for the first time on an adjusted Ebitda basis.

– (-)

To detailed view

Sales climbed last year by 41.1 percent to 1.81 billion euros. The pace of growth even increased in the final quarter. The sales increase was 45.5 percent to 511.8 million euros. And now, in addition to the already existing medium to long-term positive growth prospects, the corona virus is providing another boost.

The stock market seems to believe in this history of investors, the recent record high underpins this. From a purely technical point of view, the path upwards would now be free of resistance, which means that the next price target is around the 40-euro mark. In the short term, this opens up another profit potential of around 20 percent; in the long term, there could be even more imagination with the Hello Fresh share listed in the M-Dax.


This is how Germany’s first virtual general meeting runs

Dusseldorf The pharmaceutical giant Bayer becomes the first company in Dax that will hold a purely virtual general meeting. The “meeting” is scheduled to take place on April 28, 2020 at 10 a.m. – not as planned in the World Conference Center in Bonn, but on the Group’s website.

Bayer is thus taking advantage of the new legal option adopted by the Federal Council on Friday. So far, it was anchored in stock corporation law that a general meeting must be an event with a physical presence. Since this is not possible in the middle of the corona pandemic, the legislature has largely relaxed the regulations.

The Leverkusen-based company is the first to make use of it. Most other Dax companies have so far only postponed their general meeting (AGM) – for example BASF, Covestro, Henkel, Merck and RWE. They, too, should now be examining intensively to switch to a virtual shareholder meeting.

Because the deadline is extremely uncertain given Corona – many of the events would possibly come concentrated in late summer. The insurers Munich Re and alliance have not yet canceled their scheduled dates for late April and early May, they may be able to take advantage of the Internet AGM.

Bayer justified the decision by saying that shareholders should not wait for their dividend for months. The Leverkusen-based company definitely wants to maintain the distribution of EUR 2.80 per share. Other groups that have been hit hard by the pandemic have suspended paying their dividend for 2019, such as the Lufthansa. You want to keep as much liquidity in the company as possible.

Debate over Monsanto continues

Shareholder protectors praised the decision not to cancel the distribution. “We expressly approve of the fact that Bayer – unlike many others – is sticking to the dividend for 2019,” said Marc Tüngler, chief executive of the German Association for the Protection of Securities (DSW), the Handelsblatt. “We are also calling on other companies that are not in need or will be advised because of their business model or their liquidity situation to ensure that dividends are clear.”

As a manufacturer of medicines and agricultural raw materials, Bayer is far less likely to be negatively affected by Corona than Lufthansa, for example. The Leverkusen-based company also wants to score with the punctual dividend payment: “Because reliability for our shareholders is very important to us, especially in times of crisis,” said Bayer CEO Werner Baumann.

The group has been heavily criticized since the takeover of the US seed producer Monsanto – especially because of the legal risks acquired. Bayer is exposed to a huge wave of lawsuits in the United States over the potential cancer effects of the weed killer glyphosate. According to the latest figures, there are 48,600 lawsuits.

Bayer lost three lawsuits and was sentenced to high damages in the first instance. That cost the group more than a third of the stock market value, which is the reason for the annoyance of the shareholders. Bayer is taking action against this in second instance – the revision is currently ongoing.

But the Leverkusen are facing an out-of-court settlement with the plaintiffs. Bayer could largely shake off the wave of lawsuits in one fell swoop. This will cost a lot of money, there is a settlement payment of ten billion dollars.

The Bayer shareholders made clear their displeasure in April of last year: at the then general meeting, they refused to discharge the board of directors – that was a unique event in the history of the Dax groups.

Shareholder Restrictions

Many investors assume that Bayer will present a solution to the glyphosate question at the upcoming Annual General Meeting in order to create clarity for the shareholders too. It is still unclear whether a signed out-of-court settlement will be available by then.

Baumann lastly emphasized that he was not following a schedule, but was solely concerned with finding the best solution for the company. The final phase of the talks may also be blocked by the corona pandemic, which has become large in the United States.

The upcoming virtual general meeting of Bayer will also be voted on to discharge the board of directors and the supervisory board. However, the “meeting” will be very different. Otherwise, a digital AGM brings restrictions.

Bayer is launching a webcast on the company’s website at 10 a.m. on April 28. It will probably be broadcast from a room in the Leverkusen headquarters in which CEO Baumann and the chairman of the supervisory board Werner Wenning will sit. It is foreseeable that the entire Management Board and the Supervisory Board will not be present there, which will not work for reasons of travel restrictions alone.

After the speeches by Wenning and Baumann, the shareholders’ questions will be answered. It is important to note that the questions must be received by Bayer no later than April 25, 2020, otherwise they will not be taken into account. After registration in due time, shareholders can exercise the subsequent voting right in advance as usual by postal vote or by proxy to the company’s proxies.

The group emphasizes that voting and transmission to a representative will still be possible during the event. There are already technical options that Bayer will use.

No contributions from shareholders

However, the event will not be interactive, which means that no questions can be submitted or asked during the general meeting. The legislator also gives companies the opportunity to answer the questions “at the discretion of the board”. That means: It can limit this if it takes time.

One thing is clear: there will be no contributions from shareholders, which is an interesting point, especially in the Bayer case. Because the speeches of the shareholders at the general meetings of the past years were like a permanent indictment. Last year the event lasted more than twelve hours.

After the fund managers and the representatives of the shareholder associations, critics traditionally come to the microphone at Bayer shareholder meetings: beekeepers who hold the company responsible for the death of the bees, environmental activists who complain about the use of pesticides and who see Bayer as the reason for the impoverishment of small farmers, or doctors who brand alleged drug side effects.

The board of directors and the supervisory board will not have to endure this hour-long storm of words this year – nor will the protests in front of the main meeting building be missing, where critics have already put up potato steamers and enveloped the arriving shareholders with clouds of fog.

However, it will answer all questions as far as possible, according to the Bayer Group. The shareholders’ protectors also demand this. “It is important that the shareholder rights at the online AGM are based as closely as possible on a face-to-face event,” said DSW boss Tüngler. “This also means that questions can be asked, answers given comprehensively and that voting is possible right into the general meeting.”

More: Virtual general meetings must remain an exception. A comment.


Scout24 wants to buy back shares for billions

Scout24 headquarters in Munich

The online marketplace provider plans to buy back shares worth billions.

(Photo: Reuters)

Munich The online marketplace operator Scout24 wants to keep its shareholders on track with massive share buybacks. Overall, the group plans to buy back papers worth 1.69 billion euros, said Scout24 on Wednesday evening in Munich. In a first reaction, the share price on the Tradegate trading platform rose by more than seven percent. At the end of the year, the US financial investor Hellman & Friedman (H&F) was awarded the contract for AutoScout24 for 2.9 billion euros. The transaction is nearing completion.

Scout24 had already announced in December that it would distribute part of the sales proceeds to the shareholders. The downsized company plans to use the remaining money to reduce debt. The dividend for 2019 is to be increased to 90 (2018: 64) cents per share. That is around 50 percent of the net profit, said a spokesman.

The share buyback takes place in three parts. Scout24 plans to acquire the first 490 million euros on the stock exchange from April to the end of the year. The authorization that the company received from the shareholders in 2017 is sufficient. For the rest of the buyback, the marketplace operator needs the approval of the Annual General Meeting, which is to take place in June.

Shares for 200 million euros are to be bought on the stock exchange by 2021 by the Annual General Meeting. For the last, largest tranche of over a billion euros, there will be a public purchase offer to shareholders at the beginning of 2021 as soon as the business figures for 2020 are available. The papers collected in the process are to be confiscated and the share capital reduced accordingly.

In the future, Scout24 will only consist of the real estate portal ImmobilienScout24. The prospects have deteriorated due to the corona crisis. Few tenants are currently looking for a new apartment, visits are difficult due to the exit restrictions in many European countries.

The forecast for the current year is therefore no longer valid, said Scout24. Finally, sales in continuing operations should grow by six to eight percent this year, and the operating return on sales (EBITDA margin) should be 65 percent.

More: The Internet company has separated from the Autoscout24 and Finanzcheck divisions. That only makes sense in the competition against Google and Amazon.


The Annual General Meeting moves to the Internet

HAnnual general meetings of German companies will soon be able to be completely moved to the Internet. This provides for a bill for the cabinet that is due to be adopted later this week. The most important innovation: Annual General Meetings would no longer have to be held as face-to-face events. This clears the way for Internet HVs, which are already possible in other European countries such as Switzerland or Austria and have already been carried out.

Inken Schönauer

Inken Schönauer

Business editor, responsible for the financial market.

After submission, the company’s Executive Board can enable online participation in the Annual General Meeting without authorization to the Articles of Association. In addition, the possibilities of contestation are restricted. The new law would also include a shortening of the convening period to 21 days. “In addition, the possibility is opened to hold a general meeting within the financial year, which means that the previous eight-month period will be extended,” says the legal text.

“There is almost nothing to criticize,” says Florian Möslein, professor of civil law, German and European business law at the Philipps University in Marburg. Above all, companies would shy away from legal challenges. “The cabinet proposal creates a certain degree of legal security.”

New mode

“Legal security is the crucial sticking point,” says Wolfgang Groß, partner of the Hengeler Mueller law firm. “Above all, when it comes to speaking and asking questions, the opportunities for shareholders should not be restricted inappropriately. On the other hand, you have to face the danger that the possibility to ask questions on the Internet can lead to a large flood of requests to speak. ”The new law provides that companies can already point out when they are invited that questions or two To be submitted days before the Annual General Meeting. “This is exactly the right way; the modalities for exercising the right to ask questions must be left to the discretion of the Board of Directors, ”says Groß.

“Restrictions on speaking time are already possible at general meetings,” says Staffan Illert, partner at the law firm Linklaters. In the past, chairpersons were also able to limit speaking time. To the displeasure of some shareholders, this must also be used regularly. “With the new regulation, it is possible to hold general meetings in spite of the corona crisis,” says Illert. “I assume that the general meeting dates in May and June can now be held.”

In the past few weeks, a large number of German companies have postponed their shareholders’ meetings because otherwise too many people would have gathered in one place at the same time. In order to be able to decide on dividends, a general meeting resolution is absolutely necessary. “Many companies will be happy that in this new general meeting format they can now also decide on urgently needed structural and capital measures or authorizations to relieve them of the corona crisis,” says Illert.

The new regulations should initially apply to the 2020 Annual General Meeting. “But the door is now open,” says Illert. The topic of the Internet general meetings had been discussed for many years.

Acted quickly

“The quick action by the legislator in matters of the general meeting without attendance deserves great recognition,” said the German Stock Institute. The draft law presented contains many good regulations. The concerns of the companies after a legally compliant general meeting are taken into account to a large extent. “Shareholder rights are also not neglected.” Shareholder protectors welcomed the new law, but warned that AGMs should not take place entirely without the presence of shareholders in the future.


Deutsche Telekom postpones its general meeting

Deutsche Telekom general meeting

The meeting scheduled for March 26 is postponed.

(Photo: dpa)

Dusseldorf First Daimler and Continental, now Deutsche Telekom: Shortly after two large German companies have canceled their general meeting, the Bonn group is now following suit.

The shareholders’ meeting of Europe’s largest telecommunications group, which is actually scheduled for March 26, will be postponed due to the rapid spread of the corona virus. The board decided that, as Telekom announced on Monday via an ad hoc announcement.

“With that, the Deutsche Telekom as part of their social responsibility, ”it said. The step will delay the payment of the dividend. So far, Telekom had planned to distribute 60 cents per share.

Telekom has not yet set a new date for the Annual General Meeting. The group further announced: “The general meeting should be scheduled for a new date within the period of eight months of the current financial year stipulated by stock corporation law.”

The company has not made it easy to postpone its Annual General Meeting. For weeks, Telekom had been discussing how to deal with the outbreak of the virus correctly and the consequences for the Annual General Meeting.

In a letter on Friday, CEO Timotheus Höttges and supervisory board chairman Ulrich Lehner directly addressed the shareholders and said that the general meeting would take place, but investors should not attend personally if possible. “We therefore urge you to refrain from participating on site,” wrote Höttges and Lehner.

Shareholders should vote better online or by post. The entire course of the event will also be broadcast live on the Internet, it said.

The law firm Heuking Kühn Lüer Wojtek “urgently” recommends that all stock corporations postpone their general meetings. Shareholder meetings should not even be called at the moment “not only to protect the health of shareholders and employees, but also to avoid unnecessary effort”. In order to avoid costs, “there may even be an obligation to postpone the case,” say the lawyers.

In some large cities such as Berlin, Hamburg or Frankfurt, official measures have already come into force, according to which general meetings cannot be carried out or cannot be carried out from a certain size. “We assume that this will apply across the board in the short term.”

The law firm once again points out that legally a postponement is possible up to eight months after the end of the financial year. But “even if a longer shift is necessary, there will be practically no disadvantages to fear in this case.”

More: Daimler postpones the Annual General Meeting – dividend delayed.