Investors are critical of virtual general meetings | News

– by Alexander Hbner and Christian Kraemer

Berlin / Munich (Reuters) – Even after the crown pandemic, companies can move shareholder meetings online.

The Bundestag passed the law on virtual general meetings by a large majority. Only the AfD voted against him on Friday night. “What was originally created as a Corona interim measure is now firmly established in German public company law,” said Federal Justice Minister Marco Buschmann (FDP). However, big investors remain skeptical about the new format. You doubt that shareholders’ rights are guaranteed as promised, as with the face-to-face format. Most Dax companies are still reluctant whether they want to seize the opportunity or return to the traditional format with hour-long debates with thousands of shareholders in large venues.

“Companies should carefully consider whether the format of a virtual general meeting is appropriate for their shareholders,” said Ingo Speich, who is responsible for good corporate governance and sustainability at the Deka fund company and speaks at many general meetings every year. “We demand unlimited shareholders’ rights. In the future, it will be best to present them directly. ” When the crown pandemic brought general meetings online, it found that dialogue with shareholders was often neglected. “We want the Management Board and the Supervisory Board to personally answer shareholders’ questions,” capital market expert Janne Werning from Union Investment told Reuters.

UNION: GENERAL ASSEMBLY RISKS TO BE BELIEVED TO SHOW

Buschmann, on the other hand, argues that shareholders’ rights in virtual general meetings (GMS) are guaranteed without restriction: “They are the backbone of the law.” Overall, the format worked well. Most of all, investors are critical of the fact that shareholders should raise their questions in advance and that they can be answered in writing. In addition, the chairman of the board of directors may limit the number of questions as some companies have been inundated with them. “By law, critical questions can all too easily be cleared up in advance. This threatens to permanently degenerate the general meeting into a normal show, which we had to experience many times during the pandemic, ”criticized Werning.

All companies may still hold the next general meeting, which will be held between autumn 2022 and summer 2023, in a virtual format. Shareholders must then vote on whether the virtual or hybrid format should be anchored in the company’s charter. A 75% majority is required to amend the articles of association. But even the Deutsches Aktieninstitut (DAI), which represents the interests of listed companies, leaves it open to the question of whether the companies want this. DAI CEO Christine Bortenlänger sees a problem in the possibility of spontaneous questioning in virtual AGM. This creates legal uncertainty. “Only the next season of the annual general meeting will show whether the big hit the government is aiming for has been successful.”

Siemens is one of the first Dax companies to make the decision. The general meeting will be held there on February 9 due to the shifted financial year. Before the pandemic, the technology group always rented the Olympic hall in Munich for this purpose. Shareholder costs of rent and food often run into the millions. According to the spokesman, the decision will be made by December. The only German Dax group to return to the General Meeting this year is Deutsche Telekom. But it also leaves the future format open on demand.

The chief executive of the GDV insurance company, Jrg Asmussen, spoke of a missed opportunity and a “depressed” approach by the government. GDV owns Dax companies such as Allianz and Munich Re. “In fact, the virtual general meeting will remain a face-to-face event with a digital twist.”

(Report by Christian Krmer and Alexander Hbner, edited by Hans Seidenstcker. If you have any questions, please contact our editorial office at berlin.newsroom@thomsonreuters.com (for politics and economics) or frankfurt.newsroom@thomsonreuters.com (for companies and markets).)

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