A stubborn cliché holds that general meetings are dreary affairs – with dull speeches held inside while small shareholders crowd buffet tables outside. Wrong! “Annual meetings are exciting, and always a little unpredictable despite our best efforts,” says Dr. Martina Lindemann, who has organized these events at the Volkswagen Group since 2005 and seen quite a bit over the years.
The first “Annual General Meeting/Shareholders’ Meeting,” as it was called at the time, was held in Wolfsburg on July 1, 1961. That was just eleven months after “Volkswagenwerk GmbH” had been officially registered as a stock corporation in August of 1960. Some 10,000 shareholders gathered at Hall 9 on that Saturday in July. They engaged in passionate discussion from two in the afternoon to nine in the evening. Without any catering, by the way!
Subsequent AGMs were held in Wolfsburg every year until 1988 – with two exceptions. In 1979 and 1985 the shareholders met at Berlin’s International Congress Center (ICC), which had just opened in 1979. Of note from today’s perspective was the absence of security checks for attendees all those years. Those didn’t start until the 1990s.
At the 21st AGM in Wolfsburg on July 2, 1981, CFO Friedrich Thomeé made two statements that could still apply today: “We are seeing fluctuations in demand that are not uncommon as a result of saturation effects on major markets.” And: “Increasing numbers of Japanese cars are found on German as well as European markets.” Both of these developments were new at the time.
The agenda of the 27th AGM in 1987 was dominated by the currency scandal. Yes, we’ve had that before too! Wolfsburg’s CongressPark was overflowing with 6,100 shareholders, who threatened to refuse approval of the actions by the management because of the losses caused by the foreign exchange fraud. The banks also put the Group in a tough spot. But approval was ultimately granted.
At the 30th AGM on July 19, 1990, which was held at Berlin’s ICC again, Professor Carl Hahn proudly announced to the 5,000 shareholders in attendance that “the Volkswagen Group is on its way to the four-million mark!”
From 1993 to 2012 the meetings were held at the Congress Center Hamburg (CCH). Auxiliary programs were becoming ever more opulent. Large-scale motor shows were staged, with each brand represented by several vehicles.
From 2013 to 2017 the meetings were held in Halls 2 and 3 of the Hannover exhibition center.
On May 3, 2018, the AGM is being held in Berlin again, at the relatively young CityCube convention center. The agenda is similar to that of preceding years: presentation of the annual financial statements, resolution on appropriation of net profit, formal approval of actions by the Board of Management members, formal approval of actions by the Supervisory Board members. Other resolutions will follow.
The Chairman of the Supervisory Board conducts the AGM and ensures that all stock corporation regulations and Volkswagen AG rules are met.
“After the AGM is before the AGM”
The famous saying in German soccer – “After the game is before the game” – applies to the Volkswagen Group as well, for as soon as a general meeting is over, preparations begin for the next one. As Dr. Lindemann explains, “Just like every year, we began getting ready for the 2018 event the day after the one in 2017.” Careful consideration and ideally several years of advance planning are needed just to select the location: the convention center should be suitable and available on the requisite date, easily accessible by air, rail and road, and located in a city that has one of Germany’s regional stock exchanges. Then the advance notice for the AGM is prepared, the agenda is published, and the invitations are sent punctually via the custodian banks to all shareholders, regardless of whether they hold ordinary or preference shares. A key part of the planning consists of accurately estimating the number of attendees. Naturally only a fraction of those invited will actually come to the meeting – attendance varies depending on the date and the agenda. This estimate of attendance will form the basis for organizing matters such as voting cards, technical equipment, seating, catering and support personnel long in advance.
“There has to be currywurst, our shareholders simply expect it!”
Indeed, the catering: “There has to be currywurst,” says Lindemann. “Our shareholders simply expect it!” And she adds, “We track the number of participants very closely, and even hourly on the day of the event, in order to raise or lower our catering levels. After all, we don’t want to end up wasting anything.”
In actual practice, the AGMs of all large companies tend to be well attended in the morning, less so in the afternoon when many people start leaving, and by only a hard core in the evening. Lindemann and her team have to be able to react immediately to any given situation.
“The extraordinary AGM in 2009 was like an act of hara-kiri”
The Group’s annual general meetings continue to feature exhibitions of all its brands. But in contrast to previous years, now only one car per brand is presented. As Lindemann explains, “We respond to however the corporation is currently positioning itself – by highlighting selected examples.” Exhibition trends are also changing to reflect the times, with a focus on fewer displays and more digital information.
Which general meetings are particularly memorable for Lindemann? “Definitely the extraordinary one in 2009 – the very short planning period was like an act of hara-kiri. But we managed!” she says today with a smile. Its topic was the Volkswagen-Porsche acquisition, which was a tricky affair down to the last minute. An extraordinary general meeting was required to formally conclude the acquisition.
“The 2016 AGM was not easy either,” she notes. It was the first to be held after news of the diesel affair emerged in September of 2015. “But it managed to end under the wire at a quarter to midnight, after the shareholders expressed their emotions in all manner of speeches and comments.” One of the main rules of an AGM is that it has to end on the same day, namely by 11:59 pm at the latest.
Lindemann is an experienced professional, but she will be fully engaged every second of the day at the 2018 AGM at the CityCube in Berlin: for example, when additional resolutions are proposed from the floor, the proceedings immediately have to be adjusted. She and her team have to provide the voting cards, card collectors have to stand ready, and scanning devices and IT systems also need to be in place. The processes at an AGM require absolutely watertight organization as well as notarial certification, or the resolutions could be contested. Lawyers therefore work continuously in the background to assess matters like the admissibility of proposed resolutions, and to advise the chair of the meeting as it proceeds. Final decisions are made by the chairman of the supervisory board, who heads the meeting.
“No, I’ve never seen a boring annual general meeting.”
Locations of the Volkswagen Group’s AGMs from 1961 to today:
|1961 to 1978||Annual general meeting in Wolfsburg
|1979||AGM in the ICC congress center, Berlin
|1980 to 1984||AGM in CongressPark, Wolfsburg
|1985||AGM in the ICC congress center, Berlin
|1986 to 1988||AGM in CongressPark, Wolfsburg
|1989||AGM in the Festhalle (event hall), Frankfurt exhibition grounds
|1990 to 1992||AGM in the ICC congress center, Berlin
|1993 to 2012||AGM in the CCH congress center, Hamburg
|2013 to 2017||AGM in Halls 2 and 3, Hannover Exhibition Center
|2018||AGM in the CityCube convention center, Berlin