Bayer chair faces ‘no’ vote from largest German mutual funds

FRANKFURT, Germany — Germany’s three biggest asset management groups said they would not vote for the reelection of Bayer Chairman Norbert Winkeljohann on Friday because of his numerous board commitments.

An ouster of Winkeljohann, who won wide investor praise for securing former Roche executive Bill Anderson as Bayer’s CEO-designate, could add to upheaval at the health care and agriculture group, which has attracted activist shareholders and is facing costly litigation.

DWS, Union Investment and Deka Investment, who according to Refinitiv data hold a combined 3.8% in Bayer, said separately they would not vote for the supervisory board chairman when his term comes up for renewal at the annual shareholder meeting on Friday.

Major shareholder advisory firms Glass Lewis and Institutional Shareholder Services (ISS), for their part, have said they would back Winkeljohann.

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Singapore’s sovereign wealth fund Temasek, a major shareholder in Bayer, would also vote for Winkeljohann, German magazine WirtschaftsWoche reported this month.

According to shareholder remarks made available to Reuters before the AGM, Janne Werning, head of stewardship at Union Investment, said the chairman was “accumulating mandates.”

Hendrik Schmidt, a corporate governance expert at DWS, was set to tell Winkeljohann at the AGM that the Bayer job was particularly demanding, allowing little distraction.

“Five years ago, you accepted one of the most challenging mandates to be found in the German board governance landscape,” Schmidt would say, according to prepared remarks.

In 2018, Bayer acquired Creve Coeur-based Monsanto for $63 billion.

Union Investment has previously said it would not back the reelection, but the other two mutual fund firms had not previously disclosed their voting intentions.

Winkeljohann, a former head of six European countries at auditing and consulting firm PwC, has chaired Bayer’s nonexecutive board since 2020 and has been a member since 2018.

But he is also Deutsche Bank’s deputy chairman, chairman at unlisted wholesale trade groups Sievert SE and Bohnenkamp AG as well as a board member at steelmaker Georgsmarienhuette GmbH.

In its notice of the AGM, Bayer said the “supervisory board has satisfied itself” that Winkeljohann is able to make time for his duties.

The AGM is the last for Bayer CEO Werner Baumann, who steps down in June. He said on Friday that the company was in a very good strategic position, while also acknowledging that its stock market value was too low.