Bayer chief overseer Werner Wenning resigns his position early

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Leverkusen A change of timing is pending at the chemical and pharmaceutical group Bayer: at the end of April 2020, Werner Wenning, the longstanding chairman of the supervisory board, will step down from his post. His successor is already certain: It is the accountant Norbert Winkeljohann who has been on the board of the Leverkusen group since May 2018. The election of the 62-year-old is to be presented to the Annual General Meeting on April 28 in Bonn for voting.

Wenning has headed the Supervisory Board since 2012 and is actually elected until 2022. According to his own statements, he wanted to retire last year when the 73-year-old reached the target age limit for supervisory boards within the group. In view of the company’s situation at the time, the supervisory board asked him to remain available. He fulfilled this wish.

The situation at the time meant the much criticized takeover of the Monsanto seed company and the associated high legal risks that Bayer bought. After the price drop of up to 30 percent after the lost processes for the weed killer glyphosate in the USA, investors ran storm against the Bayer leadership.

The criticism culminated at the 2019 Annual General Meeting in a vote of no confidence against the Bayer Executive Board, which was refused discharge. The supervisory board around Wenning was only relieved with a weak quota. The investors gave both bodies responsibility for the situation, since Wenning, in particular, together with the CEO Werner Baumann, had campaigned for the Monsanto takeover.

The change at the top of the supervisory board can therefore be seen as a signal to Bayer shareholders. Many of them had criticized the close ties between the CEO and the Chairman of the Supervisory Board. Baumann is considered a pupil of Wennings, who is himself a veteran of Bayer and who was CEO of the Group until 2010.

Now a man is leading the control body that stands for independence. Winkeljohann was head of Germany for the accounting and consulting firm PwC for a long time and has spent his entire career there. With him, for the first time in Bayer’s history, a manager without the company’s own stable smell becomes chairman of the supervisory board.

Winkeljohann will take over this task in a difficult phase for Bayer. The company is currently looking for a solution to the legal problems caused by glyphosate in the United States. There are more than 42,000 lawsuits against Bayer for possible cancer effects of the drug.

Glyphosate comparison is getting closer

It is certain that the Leverkusen company will solve this problem through an out-of-court settlement with the plaintiffs. However, the timing and scope of such a settlement are still open. According to company circles, Bayer only wants to agree to a comparison that is financially feasible and, above all, watertight.

That means: Bayer wants to avoid another wave of lawsuits in the coming years. According to industry circles, the group could put an amount of ten billion dollars on the table to settle the present of the foreseeable lawsuits.

Many investors assume that Bayer will find an out-of-court settlement before the Annual General Meeting in April – or at least shows a recognizable solution to the settlement. Winkeljohann would then control the further implementation as the new chairman of the supervisory board.

Norbert Winkeljohann

With the former PwC manager, for the first time in Bayer history, a manager without the company’s own stable smell becomes chairman of the supervisory board.

(Photo: PricewaterhouseCoopers GmbH)

One of his main tasks will then be the decision of the supervisory board to keep Werner Baumann at the top of Bayer. The CEO has a contract until May 2021. Bayers inspectors are expected to advise on an extension this autumn at the latest.

The vacant position as shareholder representative on the Supervisory Board is to be taken over by the former CFO of the travel group Tui, Horst Baier, 63. In the event of his election, Baier will take over the chair of the Winkeljohann examination board.

“Bayer is strategically and operationally on the right track – the integration of the acquired agricultural business is very successful, and the announced efficiency, structure and portfolio measures are making good progress,” Wenning said on Wednesday. “We have also made progress with the handling of legal issues in the United States and are continuing to do so.” So now is a good time to hand over the office to a successor.

The employee representatives on the Supervisory Board welcomed Winkeljohann’s appointment. He has “extraordinary expertise and extensive experience from his managerial, auditing and consulting work”, said the deputy chairman of the supervisory board and general works council chairman Oliver Zühlke. Since joining the Supervisory Board as Chairman of the Audit Committee, he has worked intensively in the business and structures of the Bayer Group.

More: Process defeats in the USA: investors fear new burdens for Bayer



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