The post boss should control Telekom for a good year at the same time.
(Photo: dpa)
Dusseldorf The planned appointment of Post boss Frank Appel as the new chairman of the supervisory board of Deutsche Telekom is met with opposition. Shareholder advocates such as Marc Tüngler, managing director of the German Association for Securities Ownership (DSW), criticize Appel’s selection as a “wrong signal”.
The Telekom supervisory board had named Appel on Wednesday for the post of chief controller. The 60-year-old is to succeed Ulrich Lehner at the Annual General Meeting in April, who is leaving the supervisory body for reasons of age. Shortly before, Appel had extended his contract with the post office for another six months until May 2023.
With this, of all things, the two DAX-listed state holdings Post and Telekom would violate the German Corporate Governance Code from next year. He urgently advises against electing the CEO of a listed company as the chairman of the supervisory board of another. The overload could lead to a loss of control, fears the responsible government commission.
Its chairman, Rolf Nonnenmacher, took note of the violation of the rules, but did not comment on it. That is not his job either. According to Section 161 of the German Stock Corporation Act, the board of directors and the supervisory board of a listed company must declare annually whether the recommendations of the code have been complied with. If this is not the case, reasons must be given.
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Deutsche Post promptly published such a statement on its website on Thursday. In this, the group indicates that it will not follow the recommendations of the government commission in the coming year. Why he cannot do this in the Appel case initially remained open.
A spokesman for Deutsche Telekom said that the group would explain at the end of the year why it “considers a deviation from the recommendation of the Corporate Governance Code to be justified for a reasonable period in this particular case”. From supervisory board circles it was said that they were very satisfied with the personnel, Appel fit “100 percent” on the position.
The state is a major shareholder in Post and Telecom
For Telekom it would not be the first time that an incumbent post manager has become the company’s top supervisor. Klaus Zumwinkel headed the Group’s Supervisory Board from 2003 to 2008 and was also Chairman of the Board of Management of Swiss Post.
It is unclear why the federal government, as the main shareholder of the two groups, is planning this castling. The state holds a total of around 30 percent of the shares in Telekom, and 20.5 percent in Post. State secretaries sit on the respective supervisory boards. And the Corporate Governance Code was drawn up by a government commission. It was installed in 2001 by the then Federal Minister of Justice Herta Däubler-Gmelin (SPD) and its members are appointed by the incumbent Minister of Justice to this day. When asked, the Ministry of Justice only said: “This is a recommendation that is not fundamentally mandatory.”
Shareholder protector Tüngler suspects: “The personnel reveals the need at Telekom. Ulrich Lehner’s successor as chairman of the supervisory board should have been planned years ago. “
The fact that Frank Appel will actually hold both offices at the same time – even if only for one year – should cause displeasure at the annual general meeting in spring. After all, before Tüngler, Ingo Speich from the Sparkasse fund company Deka, an influential investor representative, had already shown irritation and declared: “We are critical of the decision.”
Daimler boss Dieter Zetsche failed at Tui in 2018 with a similar request
The planned Appel personnel at Post and Telekom is also reminiscent of the case of Dieter Zetsche, who at the time wanted to head Tui’s supervisory board in addition to his CEO position at Daimler. This failed in autumn 2018 because of voting rights advisors from Great Britain, so-called proxy advisors, who had great influence in the travel company because of a large number of British shareholders.
The argument: As long as Zetsche was the CEO of Daimler, he could not also head the supervisory board of a large company. That is too much of a burden. In the end, Tui had to give in. Zetsche became chairman of the supervisory board, but only after he resigned as Daimler CEO.
More: Frank Appel is to become chief supervisor at Deutsche Telekom