Pressure rises on Bayer chair as DWS criticises excess board seats

By Ludwig Burger and Patricia Weiss

FRANKFURT (Reuters) - Asset manager DWS on Monday joined in criticism of the multiple board commitments of Bayer's chairman, adding to upheaval at the drugmaker, which is the target of activist investors in the run-up to a change of CEO on June 1.

Hendrik Schmidt, a corporate governance expert at Germany's DWS, told Reuters that his questions at Bayer's annual shareholder meeting on April 28 will include whether Chairman Norbert Winkeljohann plans reduce the number of board positions he holds.

"We will question critically how he aims to make sure that he can give his mandate as supervisory board chairman at Bayer the necessary attention," Schmidt said.

A former head of six European countries at auditing and consulting firm PwC, Winkeljohann has chaired Bayer's non-executive board since 2020.

He is also Deutsche Bank's deputy chairman, chairman at unlisted wholesale trade groups Sievert SE and Bohnenkamp AG as well as a board member at steel maker Georgsmarienhuette GmbH.

Schmidt said that DWS, a 2018 spinoff from Deutsche Bank, regards this as a clear case of a chairman's attention being overstretched under its vetting rules for stocks in which it invests.

He said, however, the asset management group had yet to decide how it will vote at the AGM.

Mutual funds group Union Investment said this month it will not back the re-election of Winkeljohann because of his number of board mandates, saying being a chairman was "no part-time job".

Schmidt said voting Winkeljohann out of office had downsides and could add to the turmoil at Bayer and within the supervisory board, which has seen many personnel changes over the last three years.

Bayer declined to comment. In its notice of the AGM, Bayer said the "supervisory board has satisfied itself" that Winkeljohann is able to make time for his duties, taking into account his seats on other boards.

Bayer's incoming CEO Bill Anderson is inheriting a full in-tray from his predecessor: thousands of lawsuits claiming its Roundup weedkiller causes cancer, an underwhelming drug development pipeline and disgruntled investors looking for major change.

Bayer has repeatedly said Roundup is safe to use and that environmental regulators share that view.

Schmidt said he would not voice a position regarding Bayer's diversified structure with pharmaceuticals, consumer health products and farming supplies. Activist investors Inclusive Capital and Bluebell have urged Bayer to consider restructuring measures to gain a clearer focus.

According to Refinitiv data, DWS is Bayer's sixth-largest shareholder and Union Investment is No.10 on the register.

(Reporting by Ludwig Burger and Patricia Weiss; Editing by Miranda Murray and Barbara Lewis)