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For reports of the Infineon contest's relevance to the Siemens voting issues and to shareholder interests in German companies generally, see |
Financial Times, February 11, 2010 article
Accusations after Infineon board vote By Daniel Schäfer in Frankfurt Published: February 11 2010 15:53 | Last updated: February 11 2010 19:01 Infineon’s rebellious shareholders received a crushing and unexpected defeat on Thursday in their attempt to oust the chairman-designate, as some investors on the losing side alleged that there might have been flaws in the voting procedures. A majority of 72.62 per cent of the shareholders voted against Willi Berchtold, the finance director of a large German car parts maker who had been proposed as chairman by a group of investors.
Klaus Wucherer, the chairman-designate who had been publicly opposed by a series of large institutional investors, got re-elected as a non-executive director with a similar majority in a vote that even people close to Infineon’s board described as “hugely surprising”. Hans Hirt, head of European corporate governance at Hermes, the UK fund manager that has led the campaign against Mr Wucherer, said he had formally voiced his dissent against the vote. He said Hermes would analyse the difference between the more than 66 per cent vote against a share repurchase authorisation and the huge approval of Mr Wucherer. Both proposals had been objected to by RiskMetrics, a shareholder advisory group that often bundles more than 20 per cent of the share capital. Hans-Martin Buhlmann, head of VIP, a German shareholder advisory group, called the result “a violation of shareholders’ wishes”. Infineon and its lawyers strongly denied allegations that the agenda had been changed in order to count RiskMetrics votes in their favour. Mr Berchtold’s defeat came as a huge blow to attempts by international shareholders to improve corporate governance in German boardrooms, which have a reputation for being a laggard on this issue. Mr Berchtold, finance director of ZF Friedrichshafen, a car parts supplier, had received the backing of a number of large international and domestic shareholders in the month-long campaign. No shareholder had publicly voiced his backing of Mr Wucherer, who had served as a non-executive director at Infineon since 1999. However, he might have turned shareholders’ mood when he backed down recently and pledged to serve only one year. The former Siemens manager warned on Thursday that the debate about a fresh start was hurting the company, and promised to provide for stability at the company. “I have enough leadership strength to head Infineon as chairman and to stabilize the company,” he said. Mr Wucherer’s victory came after a slew of shareholders had voiced their anger at Infineon’s annual meeting. They focussed their criticisms on Max Dietrich Kley, the outgoing chairman, whom they accused of ignoring the interests of the shareholders. The campaign against Mr Wucherer has been a rare event in a country where shareholders mostly refrain from publicly opposing a company’s strategic or personnel decisions. ”I am aghast over the behaviour of the current supervisory board,” Ingo Speich, fund manager at Union Investment, one of Germany’s largest institutional investors said.
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