Shareholder protection against Aegon: How expensive was the disposal of the future Deutsche-Bank

After the departure of the designated Deutsche Bank supervisory board chairman Alexander Wynaendts at the insurance group Aegon, the modalities of the change in leadership at that time came under fire.

As reported by the FAZ, Aegon is silent on the one hand about the amount of consultancy fees that Wynaendts received for months.

On the other hand, the group granted Wynaendts' successor Lard Friese 1.23 million euros in welcome money.

Klaus Max Smolka

Editor in business.

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Inken Schönauer

Editor in business, responsible for the financial market.

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Both are met with criticism from the leading Dutch shareholder protection association VEB.

In response to a FAZ request, she announced that if necessary, she would ask Aegon to disclose the remuneration at the annual general meeting.

In addition, she is fundamentally against giving a “golden hello” to a newcomer to the board.

“A board member has to be intrinsically motivated for a position,” says Deputy Managing Director Errol Keyner.

Hold on and keep looking

Wynaendts will take over as the top controller of Deutsche Bank in May. The Dutchman headed Aegon from 2008 to 2020. The change in leadership turned out to be unusual: In November 2018, the insurer announced at the same time that it would extend Wynaendts' contract by four years with effect from the general meeting in May 2019 and that it would start looking for a successor during this "last term" . In August 2019, Aegon Friese, then head of competitor NN (Nationale-Nederlanden), ordered. He took over the management in May 2020 after a good two months of training, so that Wynaendts only completed one of the four years of his scheduled term of office.

Aegon made it clear from the start that Wynaendts was not entitled to a separation payment - this in contrast to other cases in which board members leave early and, to public annoyance, get the remaining term paid out. But: After that there was still a sum, and the amount is kept secret. "After resigning as CEO of Aegon, Mr. Wynaendts was indeed a consultant for Aegon for a few months," the group announced at the beginning of the week at the request of the FAZ. “He received appropriate compensation for this. This remuneration has not been published because he was no longer a member of the Board of Management at the time. ”Wynaendts would have to be asked for more information.

That does not go down well with VEB, the association of securities owners, which appears with the addition of European Investors.

"In the course of good corporate governance, I assume that Aegon will strive for transparency towards shareholders with regard to the remuneration for Alex Wynaendts after his departure as CEO," said Keyner.

“If necessary, European Investors / VEB will address this at the Annual General Meeting.” The key question is whether Wynaendts only received monthly payments equivalent to a board member's salary - or is hiding a golden handshake.

VEB hopes: the former.

Welcome money - the "golden hello"

Wynaendts and Deutsche Bank did not comment. The first version is mentioned in the manager's environment. In the contract for the extension there was a passage that was looking for a successor and that the contract might then be terminated prematurely. When the successor was settled, there were delays, Wynaendts had advised Friese for four months. In doing so, he was paid on the basis of the monthly remuneration that had been in effect until then as chief executive officer. Specific figures were not given. As a result, there were no further payments. The criticism of the shareholder protectors comes at a time when shareholders are becoming more active than they were a few years ago.

Frieses entry fee is clear and public. “As far as the golden hello for Lard Friese is concerned, European Investors is against something like that in principle,” said Keyner. Intrinsic motivation must be enough. “Of course, a good fixed salary is part of it. Bonuses may also form a large part of the reward package, but only if they are granted after measurable and very good performance has been delivered - with predetermined criteria. "According to the annual report, Friese received the 1.23 million euros in the course of a" hiring -Arrangements ". “The sign-on arrangement was offered for a combination of reasons: because of Mr. Friese's market value; to make moving from a direct competitor to Aegon more attractive; and to compensate for loss of income during the transition period. "The latter apparently aims tothat Friese was only able to start his induction at Aegon in March 2020 due to a non-competition clause. 55 percent of the premium was due in 2020, 20 percent will follow this year, and further tranches by 2024.