AT&T boss Randall Stephenson resigns

Randall Stephenson

The manager will remain chairman of AT&T’s board of directors, which is superior to the board, until January 2021.


(Photo: Reuters)

Dallas The US mobile giant AT&T gets a new leadership. CEO Randall Stephenson (60) resigns after 13 years, as the group announced on Friday at its general meeting due to the corona crisis on the Internet.

John Stankey (57), who has been responsible for day-to-day business on the board, was appointed as his successor. The change of boss should take place on July 1st. Stephenson, however, will remain chairman of the board of directors superior to the board until January 2021, the statement said.

Investors were initially unimpressed by the news, and the AT&T share hardly reacted.

More: Telekom receives final approval for US merger

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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”

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Jennifer Morgan’s resignation is an image disaster for SAP

SAP

The double leadership at SAP around Jennifer Morgan and Christian Klein failed.

Germany has waited for years, oh what for decades, for a woman to be at the top DaxGroup is moving. Again and again names of promising candidates were circulating, it was of secondary importance who it would be, even in which company. It was just a matter of showing that even with us a woman can make it to the top.

The Dax is the leading German index, the 30 companies listed in the Dax are in the public interest like no other. Even if only 3.5 percent of all employees work there. Your bosses are heard everywhere.

And so October 11, 2019 was an important day for Deutschland AG. With the appointment of Jennifer Morgan and Christian Klein as Co-CEOs, the Supervisory Board appointed SAP not only the first Dax boss, but also committed herself to the rather rare – but popular with the software manufacturer – leadership model of the top two.

It was a strong statement of diversity in several ways: An American becomes the co-boss of a technology company founded in Germany, which is now one of the most valuable in the country. The public response was corresponding. In some cases, it bordered on jubilation arias on Morgan, combined with the hope of further promotions of women to top positions in the German economy.

Half a year later, it’s all past. Morgan is leaving SAP, and soon. Off, over, end. So great was the euphoria when she was appointed, so great is the disillusionment. And yes, the disappointment with SAP and the top levels.

Because the official reason that the corona crisis needs “clear leadership responsibility” is thin. Ultimately, it doesn’t matter why the double leadership at SAP failed, or from which side the decision came.

The fact is: it didn’t work and the collateral damage is huge. The signal that the first Dax boss is leaving after a few months and the man stays is devastating.

The filling of the CEO post is the most important personnel, which is often planned and prepared for years. One would think that everything that can lead to separation after such a short time, whether views on key strategic questions or character traits, has been clarified in advance. All the more so in the case of personnel with such an external impact as the appointment of a woman to be the first Dax boss.

Especially since SAP supervisory board chief Hasso Plattner let Morgan and Klein know that both had been “thoroughly prepared for a leadership role at the top of the company” and “complement each other perfectly”. Whatever motivation triggered the separation, it is questionable whether they justify the fatal effect.

More: After a few months, the double leadership broke: Jennifer Morgan leaves SAP, Christian Klein manages the company alone. The personnel raises many questions.

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Co-boss Jennifer Morgan leaves the company

Jennifer Morgan and Christian Klein

The co-CEO of the software company SAP is leaving the company on April 30.


(Photo: Reuters)

Dusseldorf At SAP After just six months there is another change at the top: the software manufacturer surprisingly separates from co-boss Jennifer Morgan (48), Christian Klein (39) will lead the company alone in the future. The American had agreed with the supervisory board “by mutual agreement to leave the company on April 30,” said the company on Monday night.

“In this unprecedented crisis” caused by the corona virus, it was “to ensure a strong, clear leadership responsibility,” the message said. SAP is therefore returning “earlier than planned” to the model with a sole CEO. The transition falls into a time of great uncertainty, said supervisory board chairman Hasso Plattner. But he had “full trust in Christian’s entrepreneurial vision and skills”.

There was no disagreement, Klein emphasized in a conference call: “It was not a personal matter.” He and Morgan always got along well. However, it has turned out in the past few weeks that the dual leadership is currently not suitable. “In the current situation, SAP needs quick and decisive action and a clear management structure.”

When the two were appointed in October, SAP emphasized the strength of the design. Co-founder Plattner emphasized that it was a proven model for the German group and that the two co-bosses “complement each other perfectly”. Especially in times of crisis, the software manufacturer used double tips in the past, for example in the financial crisis of 2008 with Henning Kagermann and Léo Apotheker.

As a result of the corona crisis, SAP faces great uncertainty, as shown by the preliminary figures for the first quarter that the software manufacturer published a few days ago. Due to the economic downturn, customers postponed “a significant number of new contracts”, which is reflected in a significant decline in license revenue.

Due to the stable cloud business, SAP increased sales at the beginning of the year by seven percent to 6.52 billion euros. The profit was 811 million euros, as detailed Tuesday’s quarterly figures show. However, the growth plans for the current year have lapsed and the software manufacturer has lowered the forecast. In addition, it is unclear whether this can be kept: All figures for 2020 are only “approximate values” due to the high level of uncertainty.

The consequences of the corona epidemic for the IT industry are difficult to estimate. Experts believe there will be massive cutbacks in software projects, apart from systems for video conferencing, collaboration and IT security. The effects in the coming quarters will be just as drastic as in the financial crisis, writes the Deutsche Bank in a note to investors. A recovery in IT spending is not expected until the first half of 2021.

Morgan is a high-profile manager. After joining SAP 2004, she quickly made a name for herself in the North American business. In 2017 she rose to the board and took over responsibility for global sales together with Adaire Fox-Martin, in 2019 she took over the “Cloud Business Group”, which bundles various large acquisitions. Finally, in October, she was appointed co-boss.

More: Corona crisis spills software business: SAP collects forecast

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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.

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Lufthansa is probably discussing the closure of Germanwings

The Lufthansa Executive Board is considering the closure of Germanwings. Source: dpa
Lufthansa aircraft

The Lufthansa Executive Board is considering the closure of Germanwings.


(Photo: dpa)

Frankfurt According to insiders, the Lufthansa executive board wants to advise on Tuesday about the closure of the Germanwings subsidiary. It is unclear whether it will come to a decision, two people familiar with the matter told Reuters. A Lufthansa spokesman said that no decisions had yet been made, the board was reviewing all options.

Unions and associations such as UFO and Verdi have issued a joint appeal stating that Lufthansa can only be stabilized with all employees. The unions accuse the company of wanting to close the airline instead of agreeing to short-time work.

More: Lufthansa CFO resigns for health reasons.

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Lufthansa CFO resigns for health reasons

Ulrik Svensson

The previous CFO is leaving Lufthansa.

Madrid The German Lufthansa must find a new CFO amid the turmoil surrounding the corona pandemic. Ulrik Svensson resigned his mandate for health reasons with effect from April 6 – this Monday the DaxCorporation in Frankfurt on Saturday.

The supervisory board will promptly advise and decide on a succession solution. The company does not provide any further information. The 59-year-old Swede has been a board member since January 1, 2017. Like all other airlines, Lufthansa has been hard hit by the aftermath of the corona pandemic.

The group has shut down almost the entire fleet, sent tens of thousands of employees on short-time work, and campaigns for billions in government aid. Most recently, the company had confirmed negotiations on various forms of government participation. Despite the turbulence, Svensson was convinced in mid-March that “Lufthansa will still fly to Corona and will emerge from the crisis as a winner”.

More: Anyone who manufactures protective masks or delivers cooking boxes is currently on top of the stock market. The situation is different in retail, industry and airlines.

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Uniper’s supervisory board chairman Reutersberg resigns

Bernhard Reutersberg

The Chairman of the Supervisory Board submits his position at Uniper.


(Photo: dpa)

Dusseldorf Back seat at Uniper: After the takeover of the energy company by the competitor Fortum, supervisory board chairman Bernhard Reutersberg resigned his position prematurely. “All five independent members of the Supervisory Board of Uniper SE, including the Chairman Bernhard Reutersberg (66), announced today in an extraordinary Supervisory Board meeting that they will resign from office and leave the Supervisory Board with immediate effect,” the group said on Friday evening.

The reason for this is a corresponding request by Fortum. The new members were to be appointed by the court and then elected to the supervisory board at the Annual General Meeting on May 20.

Uniper had resisted a takeover by the Finns, especially under the former boss Klaus Schäfer. The former Eon-Power plant subsidiary has freed itself from the call of a residual ramp since the spin-off in 2016 and has become a favorite on the stock exchange. As a result, she was targeted by the Finns. The long-time Eon manager Reutersberg was supposed to mediate in the dispute between the companies, but was soon to clash with Fortum boss Pekka Lundmark. The climate only improved when Andreas Schierenbeck took over as Uniper boss. Former Eon manager Klaus-Dieter Maubach, who sits on the board of Fortum at Fortum, is traded as a possible successor to Reutersberg.

Reutersberg has created the prerequisites for the success of Uniper as an independent listed company, Uniper emphasized. At its peak, Uniper’s market capitalization tripled during his time as chairman of the board. “Three years ago, Eon decided to sell its stake in Uniper to the Finnish state-owned company Fortum,” said Reutersberg. “Fortum has now increased its stake in Uniper to almost 70 percent as majority owner. For me, now is the time to say goodbye. “

More: Fortum holds the majority in Uniper

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Oliver Schoeller becomes the new Gothaer boss

Oliver Schoeller

The 49-year-old will take over the business from July.

(Photo: Gothaer)

Frankfurt Surprising change in management at Gothaer management: Oliver Schoeller becomes the new CEO of the insurance bank and the financial holding company of the Cologne insurance group. The 49-year-old will take over from Karsten Eichmann from the beginning of July this year, who surprisingly withdraws from the company.

“This decision has matured in me in recent months and has been made in agreement with the supervisory board,” said the outgoing CEO on Friday on the reasons for his retirement. The 58-year-old would have reached the age limit for a management board mandate in the company next year, which is why he now sees “the right time for a change at the top of the company”. Chairman of the supervisory board Werner Görg expressly thanked Eichmann, who has headed the company since 2014, for his great commitment to the company.

Karsten Eichmann

The Gothaer CEO will end at the end of June. His successor is Oliver Schoeller.

(Photo: PR)

In the middle of the 200th anniversary of the insurer and the corona crisis, the Cologne company is making an important change in personnel. The previous head of the health insurance division at Gothaer, Schoeller, has been with the insurer for twelve years.

Schoeller started his career after studying business administration in 1996 at the US consulting firm Mitchell Madison Group, with a focus on the banking and insurance sectors. He later moved to the Baldwin Bell Green management consultancy in Hamburg and New York. In 2008, the 49-year-old came to Gothaer, where he rose quickly and moved to the Management Board in 2010 as Chief Operating Officer. Schoeller has headed Gothaer Krankenversicherung AG since 2017.

Health insurance is to be expanded

Schoeller will not have much time to familiarize himself. Because the corona crisis does not leave the Gothaer untouched. A few weeks ago, however, he proved that Schoeller knows how to deal with difficult situations. Because Gothaer Krankenversicherung coordinated health management at the car supplier Webasto, where the first Corona case occurred in Germany at the beginning of the year.

The business area at Gothaer is to be expanded in the future. In addition to the processing of services in the event of illness, advice and preventive care should also be the focus, according to Schoeller’s strategy. “Webasto has provided valuable insights into what works here,” he told Handelsblatt in early March. You can build on that now. Internally, many should have pricked up their ears. The new CEO seems to have a clear idea of ​​how he intends to align the insurer.

200th anniversary

The insurance association celebrates its 200th anniversary in summer. Ernst Wilhelm Arnoldi founded the fire insurance bank for the German trading stand on July 2, 1820, from which the Gothaer emerged.

The management board seems firmly convinced that the insurer will continue to survive the next few centuries despite the corona crisis: Gothaer has so far wanted to celebrate the anniversary with a future congress that should take a look at the year 2220 – i.e. the time of the 400th anniversary. It could be the first big stage for Schoeller – if Covid-19 doesn’t thwart him.

More: S&P does not plan to undertake far-reaching insurance classes because of Corona

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“Companies always have to expect this”

Marc Löbbe

The lawyer works in the area of ​​corporate law / M & A.

(Photo: SZA Schilling, Zutt & Anschütz)

The doctor of law is an expert for general meetings at the Frankfurt commercial law firm SZA Schilling, Zutt & Anschütz.

Mr. Löbbe, legally dividends will be distributed for the 2019 financial year. Is it appropriate to cut dividends if the crisis only affects earnings in 2020?
Yes, because companies can build up retained earnings or carry forward the profits to new accounts and thus make provisions for the future. It is about maintaining liquidity to prepare for difficult times. Therefore, companies can withhold profits instead of distributing them. Shareholders must always reckon with this, even in times without a crisis. Companies particularly affected by the corona crisis must also take into account when deciding whether paying a dividend can affect their chances of receiving government funding.

But so far it has been the practice for companies to propose a dividend in their annual report. Now companies are changing their own proposals later. Is that possible?
That is clearly possible. The proposed appropriation of profits is reproduced in the notes to the annual financial statements. The Executive Board also communicates the intended dividend at the annual press conference. However, the proposal will only be voted on at the general meeting.

Can companies change their announced dividend afterwards?
Yes, even at the general meeting. However, there are arguments among lawyers when the invitation to the Annual General Meeting is already out and the company then changes the proposed appropriation of profits and thus the dividend. One opinion says that I can only make another proposal at the general meeting if circumstances have changed. The other opinion says: I can always change my proposal, even at the general meeting.

What is your opinion?
In my view, companies can change the proposed appropriation of profits at their general meeting if they submit an application there. In any case, companies should consider whether to send out an ad hoc notification as soon as they change the proposal.

More: German corporations have never canceled their promised distributions. The corona crisis is now forcing many people to rethink their dividends.

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