CAMPAIGN

CoF initiates and supports campaigns to secure the application of corporate-governance principles. Members are expected to get involved actively in these initiatives by exercising voting rights, exchanging opinions, publishing, and ­ taking part in specialized seminars in the area.

“Concluded” Campaigns

Paris, April 2005

On April 7th PHITRUST FINANCE – The Proxinvest Active Investors Fund In Paris – Invited To Vote Against The New Resolution A Reinstalling The Voting Right Limitation At The April 28th, 2005 AGM Of VIVENDI UNIVERSAL.

On April 28 Th PHITRUST FINANCE Comunicates That The “New Resolution A” Has Been Rejected By 60% Of The Votes At The Today AGM.

Munich Re 26.05.2004

At The Munich Re AGM Held In München The 26 May 2004 Mr. Schinzler Has Finally Been Elected President Of The Supervisory Board – After A Cooling Of Period Of 147 Days ….

Munich Re 2.3.2004

The Court Intends To Close The Procedure…

Munich Re 9.2.2004

VIP’s Answered The Court Clearing Up The “Misunderstandings”

Munich Re 8.1.2004

At The Beginning Of January The Court Responded To The VIP-Petition.

Munich Re 5.12.2003

At The Beginning Of December, MunichRe Asked The Court To Nominate A New Board Member.

Munich Re – 29.12.2003

In “Germany Inc.” Company Authorities Co-Opt, And The Management Board Arranges Its Supervisory Board For Itself.


Aim

In “Germany Inc.” company authorities co-opt, and the management board arranges its supervisory board for itself. VIP (www.vip-cg.com) seeks to oppose this – today with a proxy motion “against” Münchener Rückversicherungs-AG (MunichRe) before the competent Registry Court. From a business viewpoint, we are petitioning for:

orders to the Supervisory Board to: act consistently with its decisions taken on 28.4.2003 – without involving the courts; propose the additional election of the new Supervisory Board member to the general meeting now to be convoked; not end the resigner’s term early. This would avert some 100 days of disparity – to be answered for by the company authorities – between the groupings on the co-determined Supervisory Board. It is the task of the general meeting (alone) to determine the members of the Supervisory Board – as the German Corporate Governance Code confirms (and MunichRe too undertook to apply it).

The players in Germany Inc. even take advantage of codetermination to have shareholder representatives chosen by court, not the general meeting. VIP, as shareholder representative, had strongly warned against this mode of procedure at the general meeting last June. The petition now submitted shortly before the year’s end aims at protecting its own shares.

Over and above the specific petition, the courts are, for the first time in Germany, being asked to say what relevance the principle “comply or explain” has. How far will Corporate Governance principles manage to enter the case law?

We at CoF are looking forward to a vigorous debate on both points with you –- please join in!