Defeat for Bayer Board of Management: Shareholders vote against remuneration practice

Bayer

The defeat of the board was already apparent.

(Photo: imago images/Ralph Peters)

Frankfurt The shareholders reject the Bayer board of directors’ payment for the past year. At the general meeting on Friday, the remuneration report was rejected by 75.89 percent.

The vote has no legal consequences, but the chairman of the supervisory board, Norbert Winkeljohann, announced that the supervisory body would take the rejection by the shareholders as an opportunity to thoroughly review the remuneration system. Winkeljohann had previously pointed out that the remuneration of the Management Board would continue to be granted according to the remuneration system that the shareholders had approved at the 2020 Annual General Meeting with an approval of more than 94 percent.

Defeat was already on the horizon as leading proxy advisors ISS and Glass Lewis recommended the compensation report be rejected. The large German fund companies DWS, Union Investment and Deka had also announced that they would vote against the report.

Investors were bothered by several points, such as the fact that the effects of Bayer’s legal disputes were not taken into account when determining target achievement. Among other things, Deka criticized the fact that the variable remuneration was not based at least 51 percent on shares.

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The Management Board also had to accept losses in the approval of the shareholders when it was discharged. The board of directors was discharged with an approval of only 82.06 percent.

Investors had already made controversial statements about this in advance. Last year, approval was still 90.08 percent. In 2019, shareholders disappointed by the Monsanto takeover had not relieved the board of directors – a previously unique event in the Dax.

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