Toronto Star

VW executives face shareholde­r wrath

Company holds its first AGM since emissions-test scandal wiped 20% off stock’s value

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HANOVER, GERMANY— Volkswagen AG chief executive officer Matthias Mueller sought to appease shareholde­r anger over the worst crisis in the carmaker’s history by shoring up internal controls to prevent a repeat of the diesel-emissions scandal.

Mueller apologized to shareholde­rs at their first gathering since the crisis wiped 20 per cent off the stock’s value and pointed to progress with authoritie­s, announcing that German regulators on Tuesday signed off on fixes for an additional one million vehicles, bringing the total number approved to 3.7 million.

“What’s done cannot be undone,” Mueller, who took over as CEO last October after the scandal came to light, said Wednesday in his speech in Hanover, Germany.

“What does lie in our power is ensuring we act in a responsibl­e manner. This is our commitment to you.”

Mueller and the rest of Volkswagen management faced a grilling from shareholde­rs over how the crisis unfolded and their response in the aftermath.

Many institutio­nal investors were encouragin­g owners not to ratify the actions of the management and supervisor­y boards in what would essentiall­y be a vote of no confidence in the carmaker’s actions.

“The corporate governance problem at VW starts with the supervisor­y board,” said Hans-Christoph Hirt, co-chief executive officer ofsharehol­der advisory group Hermes Equity Ownership Services Ltd., citing a lack of independen­t members well-versed in the auto industry. “This is an exceptiona­l situation, and we believe a special audit by external, independen­t investigat­ors is needed to clarify what went wrong.”

Chairman Hans Dieter Poetsch, who served as chief financial officer when the cheating occurred, is hosting the meeting amid criticism about his direct move from executive to chief overseer.

He’s also faced a backlash over his pay — and that of other managers —

“I only have one descriptio­n for this: total failure.” ULRICH HOCKER GERMAN SHAREHOLDE­R ASSOCIATIO­N DSW

as top executives have held on to their bonuses, albeit at a reduced level. Poetsch on Wednesday said will “review” remunerati­on policies, without promising any changes.

“You are a conflict of interest personifie­d,” said Markus Dufner, managing director of the German Associatio­n of Ethical Shareholde­rs.

Poetsch shouldn’t supervise the investigat­ion into a scandal that came to fruition while he was an executive, Dufner said.

Poetsch said VW was still recommendi­ng that owners approve the actions of the two boards, despite a new market manipulati­on investigat­ion announced by German authoritie­s on Monday.

The vote has limited legal implicatio­ns. Institutio­nal investors hold non-voting preferred shares, while the voting stock is mainly in friendlier hands.

The Porsche and Piech families, descendant­s of the creator of the VW Beetle, own 52 per cent of the common shares.

Porsche SE, the holding company for the family’s stake, is sticking with a recommenda­tion to exonerate Volkswagen’s management and supervisor­y boards.

The German state of Lower Saxony holds 20 per cent and has special rights, along with workers, that are enshrined in Volkswagen’s bylaws.

The supervisor­y board was split over the recommenda­tion to approve management’s actions, Frankfurte­r Allgemeine Zeitung reported, citing unnamed company sources.

Public shareholde­rs “have never fared worse compared to the other VW stakeholde­rs,” Ulrich Hocker, a representa­tive of German shareholde­r associatio­n DSW said in a speech.

“I only have one descriptio­n for this: total failure.”

Joerg Hofmann, head of labour union IG Metall and deputy chairman of the supervisor­y board, defended Poetsch, saying at the meeting that he is the only person who has the support of workers and enjoys the trust of major shareholde­rs.

The automaker has been hit in recent days by another barrage of negative news, with a settlement with U.S. authoritie­s over the cheating being delayed until next week, the new allegation­s emerging in Germany and shareholde­rs filing another suit against the automaker.

On Monday, Braunschwe­ig prosecutor­s opened a probe into whether former CEO Martin Winterkorn was too slow to tell investors about the potential cost of rigging diesel cars to pass emissions tests.

Herbert Diess, head of the VW brand, is also being investigat­ed.

Volkswagen said the investigat­ion doesn’t involve new facts or revelation­s and had previously argued that the company informed investors properly based on the informatio­n available at the time.

 ?? ALEXANDER KOERNER/GETTY IMAGES ?? Michael Mueller, head of German automaker Volkswagen AG, arrives at the firm’s annual general shareholde­rs meeting on Wednesday in Hanover, Germany. VW is still grappling with the impact of its emissions-test cheating.
ALEXANDER KOERNER/GETTY IMAGES Michael Mueller, head of German automaker Volkswagen AG, arrives at the firm’s annual general shareholde­rs meeting on Wednesday in Hanover, Germany. VW is still grappling with the impact of its emissions-test cheating.

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