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For a survey of  Siemens shareholder voting inclinations and criteria relating to the settlement of claims against former managers, including that against the board candidate referenced below, see

For a recent survey of a broader range of investors to determine voting criteria, establishing a relatively low  importance ranking of proxy advisor recommendations compared with management sources of information, see

Note: Hermes, the U.K. institutional investor reported to be leading the current activist campaign, had supported the organization of the Forum's 2006 program addressing executive compensation issues, and is now represented on the Forum's current Program Panel addressing "Say on Pay" issues that developed from the earlier program.


Financial Times, January 26, 2010 article


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The shareholder revolt against Infineon’s chairman-designate received a huge boost on Monday when RiskMetrics, the US investor advisory group, threw its weight behind the campaign.

In a letter sent to RiskMetrics’ clients, the advisory group recommended supporting a counter-candidate to head the German chipmaker at the annual meeting on February 11.

Hermes, the UK activist fund manager, has demanded a “fresh start” at the German chipmaker and proposed Willi Berchtold, the finance chief of German car parts supplier ZF Friedrichshafen, as a replacement for Klaus Wucherer, who was named chairman-designate last autumn.

RiskMetrics’ support can be crucial in a proxy fight because the group’s recommendations are widely followed by a large number of investors at blue-chip companies.

At German Dax-30 companies, the number of investors using RiskMetrics’ proposals as guidance for their voting behaviour sometimes well exceeds 20 per cent of the share capital.

In the letter seen by the Financial Times, RiskMetrics argued that Mr Wucherer’s former management positions at Siemens and his 10-year tenure on Infineon’s board put his suitability as chairman in question.

“Klaus Wucherer’s tenure at Siemens raises serious doubts about his ability to effectively oversee management, and the repeated failure of Infineon leadership to effectively steward the company during his tenure on the supervisory board raises further concerns, as he is the longest serving director at the company,” the letter says.

Several former Siemens managers including Mr Wucherer last year settled damage claims over a bribery scandal at the engineering group.

Mr Wucherer has never been alleged of any wrongdoing.

The scandal involved illegal payments to win contracts in several units of Siemens, among them two that had been led by Mr Wucherer.

“All parties involved – including US law firms and German prosecutors – have made it very clear that I had no involvement whatsoever in the scandal,” Mr Wucherer told the Financial Times.

In contrast to RiskMetrics, Hermes has explicitly excluded Mr Wucherer’s past at Siemens as a reason for its opposition.

Thomas von Oehsen, head of corporate governance at RiskMetrics, said the other main reason for its support of the shareholder revolt was that Infineon had performed worse than competitors in the past 10 years.

“It is time for new ideas to be brought in from outside,” he said.

© Copyright The Financial Times Ltd 2010.



This special project addressing issues presented for voting by shareholders of Siemens AG is being conducted in cooperation with the Shareholder Forum's independently managed German affiliate, Aktionaersforum AG. Information about the issues, including company reports and investor views, can be found on the Aktionaersforum web site for Siemens. Inquiries about the project, requests to be included in Forum email distributions, and suggestions of issues that may be relevant to shareholder interests can be addressed to

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