Bayer AGM Sees Discussion on Multiple Fronts

02.05.2022 - Like those of other chemical industry players, shareholders attending Bayer’s virtual annual general meeting on Apr. 29 had a full agenda to deal with, though their list was undoubtedly one of the longest. Along with the Russian invasion of Ukraine, they discussed potential plans to split pharma and crop science, the timetable for finally ending Roundup litigation and the size of executives’ bonuses.

In all but the subject of a split-up, the answers were as complex as the questions. On the first, major organizations representing share capital largely agreed with the company’s general works council leadership’s position that splitting into two standalone entities would not necessarily increase the company’s value.

As usual, dissatisfaction with the protracted Roundup litigation – up to now Bayer has dished out around €4 billion – took center stage. But while shareholders were still unhappy with the progress made in dealing with the complaints, they didn’t hold CEO Werner Baumann’s feet to the fire as at previous meetings. In fact, the vote to approve of his performance came in at 83%.

Observers said the rise in the company’s share price rise of 30% since the beginning of 2022 apparently outweighed the annoyance of the slow progress on Roundup. Management also could dangle hope that the US Supreme Court could decide in favor of Bayer’s petition to establish that the country’s federal law – which doesn’t require warning labels on agrochemicals packaging – preempts state laws mandating them.

Those attending the online session were less forgiving on the issue as to whether bonuses foresee to be awarded to the managing board for 2021 were too high. Nearly 76% of those voting said the size of the payouts was excessive, despite the company’s improved operating performance.

The AGM’s negative vote on executive remuneration has no legal bearing on the funds transfer. However, supervisory board chairman Nobert Winkeljohann agreed to review the criteria for awarding the bonuses.

Among the bigger elephants in the room on Apr. 29 was the Russian invasion of Ukraine and the consequences Bayer should draw for its operations there. Some shareholders were critical of management’s reluctance to withdraw completely as a number of other companies have said they will do.

The German group explained that its portfolio, which is weighted toward drugs and agrochemicals, makes it harder to justify a complete exit. Withholding medication from cancer patients could be fatal, Baumann argued.

The CEO told the meeting, however, that Bayer has stopped advertising promotions and scratched future investment in Russia but has an ethical commitment to the population to deliver essential goods.

BASF has made similar statements about continuing to supply food chain chemicals, including fertilizer and crop protectants. In the past, Henkel leveraged the same arguments for supplying detergents, skincare products and adhesives, but in late April announced it would pull out altogether.

Bauman said Bayer has delivered around 40,000 sacks of seeds to some 1,250 small Ukrainian farmers. Altogether, he said, the company has dispensed some €5.4 billion in financial aid to Ukraine and has also agreed to continue to pay the salaries of Ukrainian employees for six months, independently of whether they are actually working.

Author: Dede Williams, Freelance Journalist