New chairman installed at Corange Ltd.
chairman of the new board of the near $10-billion pharmaceutical and health care concern last Friday afternoon. Dr. Helmut Determann had been with the company for 25 years before retiring as CEO.
Now, as chairman, he inherits a ship that has been wracked with corporate turmoil for a year, which led to a legal battle this month in the Bermuda Supreme Court to secure key voting rights before Friday's AGM.
A reliable source indicated that there was a strong belief by certain members of the family that trustees had been the unwitting targets of undue influence in an attempt to maintain the status quo. That, they say, was why Dr. Jurgen von Knieriem, the protector of two trusts, moved to transfer the trusts and the 30 percent voting block to a new trustee company.
There were also fears by some related groups that there had been an agenda to prepare the company for an alliance or possible merger with other concerns, a scheme that was not thought to be embraced by the owners.
There are some key areas the board is likely to study almost immediately, and the company's 21,000 worldwide employees are braced for expected replacements of top management figures that have been blamed for some of the perceived ills of the company. Informed sources say that there was more than a hint of trouble in the air on Thursday when the management team and the board of directors presented to the family a status report on the company during meetings at the Elbow Beach Hotel.
While they painted a glowing picture of the future, it was not as convincing to all family members as would be expected.
For one thing there has been concern this year at the emergence of a brain drain, as the company was losing some of its brightest young people, who were leaving for other companies in droves. Some have blamed that on the change in attitude and culture that occurred in the leadership at the top last year.
It was never a secret that there was a philosophical difference between how the family of owners and the board saw the company's future.
At a tense AGM on Friday, chairman Mr. Karl Otto Poehl proposed the re-election of the board. It was voted down. The family proposed a slate of eight members of the board. The chairman resigned as the old board was out.
It didn't come before criticisms of the board and arguments in their defence were heard. Also resigning was the former chairman of British Oxygen Company Limited (BOC Ltd.), Mr. Patrick Rich who expressed dissatisfaction with the ideas advanced by the family and their trustees. The new board will retain the services from the old board of Mr. Ray Moore of Jardine Matheson, Mr. Nicholas Dill of Conyers, Dill and Pearman and Dr. Donald Frederickson. They expressed some concern themselves about the new make-up of the board, but agreed to try to reach common ground and work with them.
Declaring just last week a dividend of $50 million, the company that began in Germany and now has tentacles stretching around the world, again registered sales during 1993 of some $3.2 billion.
Corange is the parent of Boehringer Mannheim, a 125-year-old company that has grown to be one of Germany's largest health care companies. In recent decades under the personal direction of majority shareholder, Mr. Curt Engelhorn, the company flourished dramatically.
But last year, the Engelhorn family was persuaded to elect a professional group as board of directors.
Mr. Engelhorn was Chairman and CEO until May of last year when Dr. Max Link replaced him. But after a disagreement with the board, they also voted to replace Mr. Engelhorn as chairman with Mr. Poehl.
The disagreement had to do with the way the company was being run, a management style that Mr. Engelhorn could not accept. There were troubles.
Labour troubles became rampant after much-needed lay-offs that were not so delicately handled and at one point it led to the CEO of the company being blocked from entering a major company building by a human fence. The staff literally circled the building and denied access.
The management team under Dr. Link had set some ambitious goals for the company, and introduced tough new measures aimed at improving the organisation and controlling costs. It included lay-offs and some family members felt that the labour problems could have been avoided if the lay-offs would have been better handled. In principle, they agreed with many of the ideas.
One measure to be taken was to take optimal advantage of the strengths of the group's key areas, especially the bio-technology division.
That billion dollar division boasts the greatest levels of bio-technology, know-how and installation in Europe. With labs and manufacturing equipment, it is easily the largest in Europe.
It is believed that the company may pursue plans to team up with small US bio-technology firms.
But certain sources close to the issue believed that the very laudable goals were not approached in the best possible way. They have blamed the execution of plans, not the ideas, for insecurities and fear amongst the labour force.
They say that was what precipitated the substantial labour unrest in Germany.
The company employs 21,000 people world wide, but 9,000 in Germany and 6,000 in the main plant alone. It is a lot of people to keep happy when word spreads about lay-offs.
Today, the company begins anew with a fresh board and many of the family concerns that have kept Corange in the news, settled.
