One Supervisory Board meeting, many questions: Employee representatives miss commitment from the Group CEO, for example on the sale of the steel business. There was a lot of speculation, but no decision.
The re-election of Norbert Winkeljohann as Chairman of the Supervisory Board of Bayer was recently regarded as highly controversial. Now it could turn the tide in his favor, because Bayer's major stockholder Temasek is backing him.
At the Annual Stockholders' Meeting on April 28, the future of Bayer Supervisory Board Chairman Norbert Winkeljohann will be at stake. His re-election has recently been controversial. Now Temasek has apparently positioned itself. According to financial sources, Bayer's major stockholder is voting in favor of Winkeljohann's re-election. The Singapore sovereign wealth fund, which holds 3.5 percent of Bayer shares and is thus one of the largest stockholders, has already cast its vote. With its vote, Temasek wants to enable stability and continuity in times of upheaval, it says. Bayer's CEO-designate Bill Anderson, who will take over the helm on June 1 and is already a member of Bayer's Board of Management, should thus be able to develop his strategy in peace, according to financial circles.
Recently, other shareholders had criticized Winkeljohann's numerous mandates. The former head of PricewaterhouseCoopers in Germany not only heads the control committee at Bayer, but is also Deputy Chairman of the Supervisory Board at Deutsche Bank. Winkeljohann also holds seats on the supervisory boards of a number of medium-sized companies.
Criticism from Union Investment and DWS
At the beginning of March, the fund company Union Investment therefore announced in WirtschaftsWoche that it would vote against a further term of office for Bayer Supervisory Board Chairman Norbert Winkeljohann. "We will vote against Mr. Winkeljohann's re-election," fund manager Janne Werning told WirtschaftsWoche at the time. The post is not a part-time job, he said. "Bayer has big tasks ahead of it, it's about reviewing the group structure and restoring the damaged trust on the capital market," Werning explained.
In contrast, Bayer had pointed out in the invitation to the Annual Stockholders' Meeting that the Supervisory Board had ascertained from Winkeljohann that "even taking into account" other mandates, he would be able to "devote the expected amount of time to serving on the company's Supervisory Board." Winkeljohann had attended all meetings of the Supervisory Board and Supervisory Board committees in fiscal year 2022.
Criticism of Winkeljohann also came from the fund company DWS a good two weeks ago. "We will critically question how he intends to ensure that he devotes sufficient attention to his mandate as chairman of the supervisory board at Bayer," Hendrik Schmidt, corporate governance expert at DWS, told the Reuters news agency. "You have to keep in mind that with the new CEO there will also be a strategy review, which will also require capacity at the supervisory board level."
Schmidt stressed, however, that it would be wrong to replace the head of the supervisory board at this stage. "The designated CEO comes from outside and the Supervisory Board has been fundamentally restructured over the past three years. A new chairman of the Supervisory Board would first have to learn the ropes and settle into the board," Schmidt said at the time.
