At the Annual Stockholders’ Meeting of Bayer, only 44.5 percent of votes were in favor of ratifying the actions of the Board of Management. The vote not to ratify the actions of the Board of Management does not have any legal consequences for the appointments of the Board’s members.
At an extraordinary meeting convened that evening, the Supervisory Board unanimously expressed its confidence in the Board of Management. “While we take the outcome of the vote at the Annual Stockholders’ Meeting very seriously, Bayer’s Supervisory Board unanimously stands behind the Board of Management,” said Werner Wenning, Chairman of the Supervisory Board.
Werner Wenning (left), Chairman Supervisory Board, and Werner Bauman, CEO, before the beginning of the Annual Stockholders' Meeting 2019. Source: Bayer
“The outcome of the vote today does nonetheless show that the Annual Stockholders’ Meeting wanted to send a clear signal to the Board of Management that Bayer AG should bring out the company’s strengths to a greater extent in the future,” Wenning said, although the Board of Management had been supported during the Annual Stockholders’ Meeting even in some of the critical contributions to the discussion. “The Supervisory Board will use this vote as an opportunity to support Bayer’s Board of Management in its efforts to swiftly and fully restore the confidence of shareholders and other stakeholders in the company and in its strategy. It is our top priority to vigorously and successfully defend the company in the upcoming appeal proceedings and trials concerning glyphosate, as well as to attain the ambitious operational growth and profitability targets communicated by the Board of Management in December last year,” Wenning said. The Supervisory Board will therefore continue to thoroughly examine the results and discussions at the Annual Stockholders’ Meeting in the weeks ahead.
The Supervisory Board will also remain committed to gaining the confidence of all shareholders, Wenning said, adding that he understands shareholders’ disappointment over the performance of Bayer shares since the first glyphosate verdict in August 2018. Since then, the legal uncertainty has weighed on the share price, he noted. A number of shareholders have questioned whether the Board of Management fulfilled its duty of care responsibilities when assessing the legal risks associated with glyphosate. “The Supervisory Board is convinced that this is the case,” Wenning said. Two expert opinions commissioned by Bayer’s Supervisory Board reached the same conclusion. In summary, both expert opinions came to the conclusion that the members of the Board of Management met their legal obligations in every respect both when the acquisition agreement was signed and when the transaction closed.
Furthermore, the Annual Stockholders’ Meeting rejected by a majority of 74.3 percent the motion tabled by a shareholder for a special audit to be conducted examining whether the Board of Management and Supervisory Board had acted conscientiously regarding the glyphosate litigation since the start of fiscal 2018.
Bayer