boardroom blues

PNE Buffeted by Crosswinds

Wind Turbines Imago
Not much else is moving at PNE Wind.
  • Why it matters

    Why it matters

    If PNE Wind cannot resolve a long-running dispute, it will continue to divide the supervisory board and potentially damage the business.

  • Facts

    Facts

    • A dispute started when PNE acquired a majority stake in a competing wind farm developer.
    • At PNE Wind’s general meeting last month, shareholders voted out nearly the whole supervisory board before the company aborted the meeting.
    • The supervisory board is divided – one side supports supervisory board chairman Dieter Kuprian, the other supports major shareholder Volker Friedrichsen.
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    Audio

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A power struggle continues to divide one of Germany’s biggest builders of wind parks, PNE Wind, after a board meeting failed to resolve a series of issues.

The dispute within the company centers around a multi-million lawsuit, excessively high pay and expensive business trips.

Many hoped the meeting of the board would clarify the dispute but the meeting ended without any reaching any conclusions – also about personnel, a spokesperson for PNE Wind told Handelsblatt.

The supervisory board, a non-executive board that hires and fires chief executives and confirms strategic decisions, is divided into two camps over the issues.

On one side, there is Dieter Kuprian, the head of the supervisory board. On the other is PNE Wind’s major shareholder Volker Friedrichsen.

So far, Mr. Kuprian has stood by the company’s chief executive, Martin Billhardt. But Mr. Friedrichsen wants to see both out.

Yesterday’s failure to resolve the issue echoes a meeting last month in which shareholders voted out nearly the entire supervisory board. But because results had not been announced before midnight due to the number of requests to speak, PNE aborted the meeting.

“One possible solution could be to completely replace the current supervisory board with independent managers.”

Holger Steffen, analyst

Afterwards, the participants called the police to ensure voting cards were secured. The documents have now been returned and checked, revealing no signs of vote rigging. But it remains an embarrassment for the company.

Until now, Mr. Billhardt hasn’t had to worry about his job, because he had a joker in the existing supervisory board: Mr. Kuprian. The chief controller’s vote counts double. Only if he changes sides does Mr. Billhardt lose his support – but this question remains open.

Now industry experts are calling for a compromise.

“One possible solution could be to completely replace the current supervisory board with independent managers,” analyst Holger Steffen told Handelsblatt.

After the embarrassing meeting in June, Mr. Billhardt let it be known – without checking with controllers – that a new independent supervisory board would be appointed.

His move annoyed both factions on the supervisory board.

In response to a question about whether the executive board could be dismissed at the imminent meeting, a supervisory board member said recently: “I would narrow that down from executive board to executive board chairman.”

On Monday, the board member sounded more cautious: “There have been conciliatory moves. It is a fluid situation.”

Another supervisory board member was more specific: “I’m assuming that Mr. Billhardt’s days are numbered. He cannot be retained.”

The executive board chairman declined to comment and referred questions on the matter to the supervisory board.

The dispute started two years ago, when PNE Wind acquired a majority share of a competitor, WKN. The seller in the 2013 deal is the current supervisory board member and major shareholder, Volker Friedrichsen.

Mr. Billhardt accused Mr. Friedrichsen of dishonest dealings and is demanding €6.2 million in damages, or $6.86 million. Mr. Friedrichsen called the accusations groundless. A court of arbitration is to decide.

Mr. Billhardt’s evidence runs to 99 pages and is entitled “special audit.” Experts from the accounting firm KPMG evaluated old project data at WKN and analyzed consolidated accounts for 2012, which Mr. Friedrichsen had guaranteed at the time of the sale. The audit reported that current assets were overstated by at least €10.5 million, and as a result, 15 projects had to be value-adjusted.

When asked about this, an individual at WKN who was responsible at the time replied: “The consolidated accounts for 2012 were correct.”

Mr. Billhardt, however, called this criminal activity. “In the purchase agreement it was guaranteed that the company had been run in accordance with applicable laws,” he said. “But that was not the case.”

No charges have been filed with the public prosecutor’s office in Kiel, however. If Mr. Billhardt is so convinced there was criminal activity, why hasn’t he filed criminal charges for balance sheet fraud?

“We are pursuing civil claims as a company against the individuals involved,” he explained. “Effective short-term solutions to conflicts cannot be obtained through criminal law.”

 

 

Handelsblatt’s Andreas Dörnfelder and Franz Hubrik write about politics and business. To contact the authors: hubrik@handelsblatt.com, doernfelder@handelsblatt.com

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