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Joe Kaeser:
The manager wants to appease critical investors at Siemens Energy a little
Photo: Hannibal Hanschke / REUTERS
The outgoing Siemens boss Joe Kaeser (63) introduces a powerful second man on the Siemens Energy supervisory board to take the wind out of the sails of threatening investor criticism of his energy supervisory board chairman.
The former energy subsidiary of Siemens, spun off in autumn 2020, will appoint Germany's first "Lead Independent Director" for its Supervisory Board at its first Annual General Meeting on February 10, as Kaeser announced in a letter to shareholders.
The former Voith boss
Hubert Lienhard
(70) has been named as a "special independent member who expressly watches over the interests of the shareholders".
With this, Kaeser is primarily wooing Anglo-Saxon investors.
For many years these have been demanding - so far without success - that the concept of the "Lead Independent Director" also be introduced in German supervisory bodies.
This is a supervisory board member who is independent according to all criteria, who has a particularly strong position alongside the chairman of the supervisory board and - this is particularly important - can also be addressed directly by investors.
Fund managers often feel that they are not being heard enough
Hubert Lienhard:
The former Voith boss will be "Lead Independent Director" on the Siemens Energy Supervisory Board
Photo: Christoph Soeder / dpa
The fund managers often feel that they are not being listened to in the German form of corporate management, as they can only communicate with the board of directors, but have no direct influence on its composition.
They can only elect the supervisory boards.
But although half of the German supervisory boards are made up of shareholder representatives, investors are only allowed to address the chief supervisors.
However, they are rarely or not at all available.
Kaeser resigns as Siemens CEO with the end of the Siemens general meeting on February 3rd.
He has chaired Energy's Supervisory Board since Siemens reduced its stake in Siemens Energy to 35.1 percent last fall and brought Energy to the stock exchange via a spin-off.
On February 10th, Kaeser and all other members of the supervisory board will be standing for election to external shareholders for the first time.
There was no doubt about Kaeser's election as Chairman of the Energy Supervisory Board because of the high Siemens participation;
However, due to doubts about his independence, he should have feared an unpleasant election result from the third-party shareholders.
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In the past few months there has been repeated criticism from fund managers that Kaeser switched from Siemens' CEO to the Energy Supervisory Board without a two-year cooling-off period.
Kaeser himself and his co-controllers, on the other hand, regard him as formally independent, as Kaeser writes in the letter.
He will also resign from his supervisory board position at the Indian Siemens subsidiary on February 12 and will have "no further ties and obligations towards Siemens AG", writes Kaeser.
Investors' skepticism is exacerbated by the fact that the second most important position on the Energy Supervisory Board, that of the Chairman of the Audit Committee, is held by
Ralf Thomas
(59).
Thomas is Siemens CFO to this day and has been a loyal companion in this role since Kaeser was promoted to Siemens CEO in 2013.
Personnel Ralf Thomas - here, too, Kaeser signals courtesy
With regard to Thomas, Kaeser for the first time conceded concessions in the letter to shareholders: The Siemens CFO should only head the audit committee "for a transitional period".
Kaeser assumes that "in the next one to two years there will be circumstances that underline the further development of the audit committee with independent members".
Lienhard's strong position will manifest itself in the fact that he will become Kaeser's deputy chairman of the supervisory board as a whole, of the executive committee, of the innovation and finance committee and of the nomination committee.
In addition, Siemens will vote "only with significantly reduced votes" in Lienhard's election.
Kaeser and Lienhard have known each other for a long time;
Kaeser was also Lienhard's successor as President of the Asia-Pacific Committee of German Business (APA).
Formally, however, Lienhard's independence is given.
The engineer with a doctorate was head of the Heidenheim mechanical engineering company Voith from 2008 to 2018 and has been a member of Voith's shareholder committee and supervisory board ever since.
Siemens Energy and Siemens are also responding to long-standing investors' requests for shorter election periods for their controllers. The two sister companies can only vote for four years, as can be seen from their general meeting invitations. "This should take into account the requirements of modern corporate governance," they write. The usual five years in Germany have long been criticized by fund managers. In Anglo-Saxon terms, terms of just one year are common.
