Deutsche Bank AG investors shouldn't sign off on the supervisory board's actions for 2011 at the bank's annual general meeting this month, said Ivox GmbH and Glass Lewis & Co, which advise shareholders on how to vote.
Overseers at Germany's largest bank's didn't necessarily act in the interest of all investors or sufficiently follow corporate governance guidelines during the protracted succession of Chief Executive Officer Josef Ackermann, Financial Times Deutschland reported yesterday, citing Ivox and Glass Lewis. Ivox, based in Karlsruhe, Germany, and Glass Lewis spokesman Jaron Schneider confirmed the comments to Bloomberg News on Monday.
Deutsche Bank said in July that investment-banking chief Anshu Jain and Germany head Juergen Fitschen would take over as co-CEOs at the end of May, ending more than two years of speculation over the bank's future leadership. In November, Ackermann scrapped a plan to become chairman of the supervisory board, a move that have would skirted German corporate governance practice, after failing to generate enough shareholder support while counseling Europe's leaders on combating the region's debt crisis.
Christian Streckert, a spokesman for Frankfurt-based Deutsche Bank, declined to comment on the recommendations to investors made by Ivox and Glass Lewis.
"The succession planning process for the CEO and the chairman of the supervisory board was flawed and may have been damaging to the company's reputation," Glass Lewis said in a report. "It is important to send a strong signal to the supervisory board that shareholders' interests must be considered in important matters."
The plan to name Ackermann as supervisory board chairman faced "potentially insurmountable" legal and regulatory hurdles and "it appears that the board did not adequately test shareholders' or regulators' tolerance of the move prior to making a public announcement," Glass Lewis said.
Deutsche Bank said in November that it will nominate Paul Achleitner, the finance chief of Munich-based insurer Allianz SE, as supervisory board chairman to replace Clemens Boersig.
The planned appointment of William Broeksmit as chief risk officer, whose candidacy was opposed by German financial market regulator BaFin in March, didn't reflect a "careful" selection process, Ivox said. Broeksmit didn't receive unanimous support from BaFin because of concern that he lacked experience managing a large number of employees, a person with knowledge of the matter said in March.
Deutsche Bank said March 16 that Stuart Lewis will replace Hugo Banziger as chief risk officer at the end of May.
Ivox is an independent proxy adviser with more than 30 clients in Europe. Glass Lewis and its competitor, ISS Proxy Advisory Services, faulted Citigroup Inc CEO Vikram Pandit's payouts and recommended that investors reject the bank's executive compensation plan for 2011.
There are no direct legal consequences should shareholders opt not to discharge Deutsche Bank's supervisory board.
