Georg Thoma

The Unexpected Prosecutor

Thoma Deutsche Bank PR
Georg Thoma resigned suddenly Thursday after being criticized by fellow board members.
  • Why it matters

    Why it matters

    A board battle is brewing at the top of Deutsche Bank over the role of supervisory board chairman Paul Achleitner may have played in an internal investigation into interest-rate fixing.

  • Facts

    Facts

    • In 2015, Deutsche Bank agreed to pay $2.5 billion to U.S. and U.K. regulators after admitting some employees manipulated key interest rate benchmarks in a global fraud involving the world’s top banks. Regulators reserved the biggest fine for the German bank, however, accusing it of trying to hinder the investigation.
    • A Deutsche Bank supervisory board member, Georg Thoma, is investigating whether the board’s chairman, Paul Achleitner, played a role in the bank’s interactions with investigators at the time
    • Other members of the supervisory board have now come out publicly attacking Mr. Thoma, accusing him of being overzealous in his attempt to get to the bottom of the scandal.
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    Audio

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The senior-most overseer at Deutsche Bank is Paul Achleitner: He chairs the supervisory board, the panel that sets major policy and hires and fires top managers. But one his colleagues has been making waves for asking the really tough questions: Georg Thoma, who heads the supervisory board’s “integrity” committee, which is responsible for internal investigations into the bank’s long list of scandals.

But instead of clearing the air at Deutsche Bank, Mr. Thoma’s relentless legal questioning — especially of Mr. Achleitner’s role in the handling of an investigation into an interest-rate manipulation scandal that eventually cost the bank $2.5 billion — has set off a bitter dispute at Germany’s largest bank. Several board members have attacked Mr. Thoma in public statements and in internal emails, which Handelsblatt has seen in excerpted form.

In the middle of its biggest crisis in decades, Deutsche Bank’s top managers appear distracted and caught up in power struggles and turf wars. The intrigues could not come at a worse time for Frankfurt-based Deutsche Bank. Record losses and a slump in the share price mean the bank urgently needs to focus on restructuring.

“I would be delighted if we gave as much attention to future-oriented themes as we do to the past.”

Martina Klee, Member of Deutsche Bank integrity committee

A supervisory board riven by internal discord is hardly in shareholders’ best interests. Within the bank, some are conjuring up a horror scenario: A rift between Mr. Achleitner and Mr. Thoma, which could lead to the resignation of Mr. Achleitner and other supervisory board members.

The crux of the dispute is an investigation by Mr. Thoma into the bank’s role in a global interest-rate manipulation scandal. U.S. and British regulators fined Deutsche Bank a whopping $2.5 billion for participating in the fraud, throwing the book at the Germans for, they said, trying to hinder the investigation.

The European Commission also fined Deutsche Bank €775 million for its part in the fraud, which involved a group of leading banks — Royal Bank of Scotland, Barclays, UBS, Rabobank,  Societe Generale, Citigroup and J.P. Morgan — where traders conspired to set global interest rate benchmarks to generate illegal profits.

The bulk of the illegal fixing of the so-called London Interbank Offered Rate — a global benchmark of rates that banks used to set their own commercial lending rates — took place before and after the global financial crisis, roughly from 2006 to 2010.

Most Deutsche Bank management board members who were in positions of authority at the time the rate-fixing took place have since stepped down. But the focus of the bank’s internal investigation has now shifted to the supervisory board, and what role, if any, it played in hindering the U.S. and British probes.

Some supervisory board members have had enough of Mr. Thoma’s energetic inquiries — especially his investigation into what role, if any, Mr. Achleitner played in the bank’s posture towards the American and British regulators looking into the Libor affair.

Allies of Mr. Achleitner want to close the book on the past and move on.

“I would be delighted if we gave as much attention to future-oriented themes as we do to the past,” wrote Martina Klee, a representative of Deutsche Bank’s workers council and a member of the bank’s supervisory board.  She sent her comments to Mr. Thoma and other members of the integrity committee at the end of March.

The integrity committee is increasingly dominated by lawyers, say sources on the supervisory board. Ms. Klee’s e-mail, which Handelsblatt has seen, went on to say: “From my point of view, the vision of our management, and passing on that vision to our employees, should be at least as important to the work of this committee.”

In another e-mail, Ms. Klee refused to accept proposed new cost estimates for the committee.

She accused Mr. Thoma of contributing to spiraling costs by flying his entire team to New York to interview a key witness, instead of simply flying the witness to Germany. But Mr. Thoma insists on a thorough investigation. In reply, the 71-year-old Mr. Thoma insisted that investigating the past is not a “hobby.”

The supervisory board has a duty to rigorously investigate, he wrote.

Deutsche Bank certainly knew it was getting a meticulous overseer with a reputation for rectitude when in 2013 it appointed Mr. Thoma, a Frankfurt-based partner at U.S. law firm Shearman & Sterling LLP and one of Germany’s top corporate mergers & acquisitions lawyers, to its supervisory board.

Mr. Thoma has been front and center at some of Germany’s biggest corporate changes, helping advise Allianz on its $12.6 billion purchase of French rival AGF and its 2001 purchase of Dresdner Bank, then Germany’s No. 3 bank. He also advised the German government’s privatization authority, the Treuhandanstalt, on the sale of the former East German brown coal, energy and chemical industries to German and foreign investors.

At Deutsche Bank, which has been mired for years in scandal, Mr. Thoma is now apparently making enemies by doing exactly what Mr. Achleitner appointed him to do when he asked him to chair its “integrity” committee, a panel that was supposed to shed light on the bank’s dark, costly dealings.

The dispute has now reached the deputy chairman of the supervisory board, Alfred Herling, who has spoken out against Mr. Thoma.

“He is going too far in demanding wider and wider investigations, and deploying more and more lawyers,” Mr. Herling told the Frankfurter Allgemeine Sonntagszeitung, the Sunday newspaper. Several top managers have made similar statements: Addressing past problems should not turn into an expensive historical seminar, said one, who declined to be named.

Infighting on the supervisory board could reach a high point on Thursday at the next meeting of the integrity committee, Handelsblatt has learned. The committee normally has six members, including Mr. Achleitner and Peter Löscher, the former chief executive of Siemens.

But at this session, they will be joined by Mr. Herling and Henning Kagermann, the former chief executive of German software giant SAP, and a member of the bank’s presidium. Over the weekend, both men went on the record criticizing Mr. Thoma.

But it may not be easy for the influential corporate titans to silence Deutsche Bank’s internal watchdog.

Just four weeks before the bank’s annual general meeting, top management at Deutsche Bank gives a turbulent, unsettled impression. This time the frontlines are not being riven through the executive board, which is chaired by the CEO, or between the executive board and the supervisory board.

The rift now runs right through the supervisory board itself.

The atmosphere among members, according to insiders who declined to be named, is poisonous.

They say this is caused by the increasing pressure on Mr. Achleitner, who is coming under criticism from some shareholders for his oversight of Germany’s largest bank.

 

achleitner getty
Paul Achlietner, in the hot seat. Source: Getty Images

 

In a recent interview with WirtschaftsWoche, a sister publication to Handelsblatt, Mr. Achleitner, the former head of Goldman Sachs in Germany and former chief financial officer at Allianz, rejected criticism of his work, defended his decisions and asked for more time to turn the bank around.

But managers are growing nervous that the focus on Mr. Achleitner and tensions surrounding Mr. Thoma’s aggressive pursuit could spill over into the public at the bank’s annual shareholders’ meeting on May 19 in Frankfurt.

It was Mr. Thoma, always concerned with his personal integrity, who has pushed for an investigation into Mr. Achleitner in connection with the Libor rate-fixing scandal. If the investigation is not concluded by the time of the annual shareholders’ meeting, Mr. Achleitner may be asked to step aside from chairing debate on the question.

Were that to happen, his deputy Mr. Herling would take over. For Mr. Achleitner, under fire for his handling of the bank’s ongoing crisis, that would involve considerable loss of face, maybe enough to force him out of his position.

And as top management squabbles over past scandals, yet another cloud has appeared on Deutsche Bank’s horizon. Questions are being asked about the bank’s subsidiary in Mauritius, the paradise island in the Indian Ocean. The Mauritius subsidiary employs around 200 people.

“Investigating past scandal is not my “hobby”: the supervisory board has a duty to rigorously investigate.”

Georg Thoma, Member of Deutsche Bank Supervisory Board

There may be trouble in paradise. This month’s release of the “Panama Papers” has meant intensified media and political scrutiny of German banks’ offshore business.

Weekend editions of German newspapers called the Mauritius subsidiary possibly “painful for the German taxpayer” even if not strictly illegal. Deutsche Bank insisted its Mauritius subsidiary is completely above board. The bank offers services, including account management and fund administration, to pension funds, insurance companies and private equity firms with dealings in Asia and Africa.

What no longer appears to be on offer is “asset protection,” a service advertised in a 2010 Deutsche Bank Mauritius brochure. This promised to “maintain asset value and family property for current and future generations.” The bank’s trust department offered a “world-class service” in creating and administering offshore companies and foundations, it said.

Keeping assets offshore is legal in Germany, as long as they are properly taxed. But that is exactly where many tax experts raise questions. The bank would not comment on a possible problem with illicit funds. “Deutsche Bank has guidelines and processes to ensure proper practice in customer identification and the fight against money laundering,” the bank said in a statement. “These guidelines and practices are constantly refined,” it added.

In recent years, Mauritius has tried hard to shake off its reputation as a tax haven. The country now has automatic information-exchange agreements with foreign tax authorities. The Financial Secrecy Index, compiled by the International Tax Justice Network, now lists Mauritius far down in its ranking of secretive bank regimes, at number 23. By contrast, Germany comes in at an embarrassing eighth place.

 

Daniel Schäfer is head of Handelsblatt’s finance pages and is based in Frankfurt. He has previously worked at news agency Reuters and for the Financial Times. Michael Brächer is a financial editor in the investment team in Frankfurt since January 2013. Laura de la Motte is a specialist banking correspondent. To contact the authors: dschaefer@handelsblatt.com, braecher@handelsblatt.com, delamotte@handelsblatt.com

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