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Proxy advisers split over endorsing Bayer management at AGM

FRANKFURT (Reuters) – Shareholder advisory groups are divided over whether to endorse the management and directors at German drugs and pesticides company Bayer (BAYGn.DE), according to recommendations submitted by proxy voting firms.

FILE PHOTO: The logo of Bayer AG is seen in a showroom of the German drugmaker where the annual results news conference takes place in Leverkusen, Germany February 27, 2020. REUTERS/Wolfgang Rattay/File Photo

Bayer is due to host its annual general meeting on April 28 but the company still faces potentially huge litigation risks stemming from its $63 billion purchase of Monsanto in 2018.

One leading shareholder advisory firm, ISS, on Tuesday backed a motion to support the actions of the management and supervisory board.

“Qualified support for both discharge proposals is warranted as there does not appear to be any evidence that the boards have not fulfilled their fiduciary duties for the 2019 fiscal year,” it said.

However another large advisory group, Glass Lewis, said on April 6 that investors should abstain because of ongoing proceedings regarding pesticide Roundup, acquired via the takeover of Monsanto.

Shares in Bayer have shed more than a quarter of their value since mid-2018 when the company lost a U.S. lawsuit claiming that glyphosate-based Roundup causes cancer.

Bayer denies that glyphosate or Roundup cause cancer and is appealing. The company has received tentative backing from some legal and regulatory experts.

The U.S. Environmental Protection Agency (EPA) also reaffirmed this year that glyphosate was safe.

In December, the U.S. Justice Department said in a so-called amicus brief that a federal appeals court should reverse the lower court verdict finding Bayer liable in a Californian Roundup case.

Major regulators, including those overseeing European and U.S pesticide markets, have deemed it safe but the World Health Organization’s International Agency for Research on Cancer (IARC) concluded in 2015 that glyphosate probably causes cancer.

Glass Lewis said the ongoing proceedings could have a bearing on how the boards’ performance is viewed, so recommended that shareholders abstain from voting on a ratification proposal.

“We continue to believe that shareholders are not currently in a position to meaningfully assess whether the ratification of the acts of management board members for the past fiscal year is currently in their best interests,” it said.

Reporting by Edward Taylor; Editing by Pravin Char

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