FRANKFURT -- BMW’s supervisory board has given itself one year to reshuffle key assignments and rejuvenate its membership to prevent a rebellion by shareholders demanding improved oversight at the automaker.
Concerned by developments including a 1.4 billion euros ($1.53 billion) provision for a likely EU cartel fine, fund managers warned the board's Chairman, Norbert Reithofer, a former BMW CEO, that he could lose their support if the board did not reform.
Investors representing a fifth of the company’s capital refused to back his re-election at BMW's annual meeting on May 14, an unusually high number for a German company. Others, such as Hendrik Schmidt from the German retail fund manager DWS Investment, only voted in favor given promises of further reforms that Reithofer made under pressure.
“We agreed to support his re-election under the proviso that next year’s nominees re-establish majority independence on the board as he publicly has stated,” Schmidt told Automotive News Europe.
The 20-member board’s primary task is to appoint and remove senior executives, monitor their performance, and independently review strategy and results. Its authority stems not just from investors but also from employees who are each entitled under German law to elect half of the delegates. Day to day operations are led by the automaker's management board chaired by CEO Oliver Zipse.
Institutional Shareholder Services, an influential governance advisory provider, was less forgiving than Schmidt. It recommended that clients actively oppose another five-year term for Reithofer at the annual meeting.
In a report, the company gave BMW the second-lowest possible score for its quality of governance. Volkswagen Group scored even worse, however.
Questions surrounding BMW’s role in allegedly colluding with VW Group and Daimler to avoid competition in cleaner emissions technology prompted governance experts at Glass Lewis to advise investors to reserve judgement on the job discharged by directors.
“Shareholders do not currently have sufficient information to reasonably conclude whether the ratification of the supervisory board’s acts for the past fiscal year is in their best interests,” Glass Lewis wrote in a report seen by Automotive News Europe.