NETHERLANDS – Several of the largest asset managers in the Netherlands have objected to the financial reward €5.7m Dutch coffee maker DE Master Blenders (DEMB) wants to give Jan Bennink, its interim chief executive, if the company is sold as planned.
The company – formerly known as Douwe Egberts – has in principle agreed to be taken over by German investor Joh.A.Benckiser, a year after it has been re-listed.
Speaking on behalf of APG, PGGM and Robeco, Kris Douma, head of responsible investment at the €90bn asset manager MN, said pension funds were concerned about the scale of the reward, arguing that it was not based on the company's remuneration policy or on any particular performance criteria.
The asset managers were also critical of the "smoke-out scenario" for minority shareholders DE Master Blenders and Joh.A.Benckiser designed.
They said that this would disadvantage up to 20% of shareholders if they choose to hold on to their stake rather than the usual 5%.
If the sale goes ahead, shareholders will reap a 30% premium on their stake in DE Master Blenders.
Over the past five years, pension funds have also objected, in vain, to the financial reward of €10.3m for Jeroen van der Veer, chief executive at energy giant Shell – despite falling short of the company's targets – and to the €7m bonus for Anders Moberg, the departing chief executive of retailer Ahold.
However, Douma told IPE the asset managers' objections were meant as a signal to companies to refrain from such "undesired" proposals.
"In many cases, a dialogue with companies has resulted in such proposals not being made or being withdrawn," he said.
Separately commenting in the case, the €336bn asset manager APG said: "It seemed that DEMB tried to circumvent a vote on the financial reward by linking it to the condition that Benckiser would hold up its bit. This is at odds with good governance."
It added that it nevertheless supported the takeover, as it would "get a good price for its shares".
Gerard Fehrenbach, PGGM's senior adviser for responsible investment, said: "DEMB and Benckiser have blindsided shareholders, as the latter would now pay the bonus in cash, rather than … DEMB rewarding Bennink with company shares.
"By doing so, they have deprived the shareholders of the opportunity to vote against the remuneration package."
According to Fehrenbach, Benckiser should have used the bonus to increase its bid on the issued equity.