ThyssenKrupp investors want a chairman independent of top shareholder

Mon Mar 11, 2013 2:14pm EDT

* ThyssenKrupp seeks new chairman after Cromme resignation

* Shareholder group DSW calls for external candidate

* Hermes wants candidate not sent by Krupp Foundation

By Maria Sheahan and Matthias Inverardi

FRANKFURT/DUESSELDORF, March 11 (Reuters) - Shareholders at ThyssenKrupp AG want a new chairman independent of the Krupp Foundation, its major stakeholder, in order to keep management at Germany's biggest steelmaker on a tighter leash after a series of botched investments.

Chairman Gerhard Cromme unexpectedly quit on Friday after coming under fire over cartel investigations and a failed multibillion-euro project in the Americas.

Shareholders have been pushing for changes to the steelmaker's supervisory board to separate decisions on corporate strategy from succession issues at the foundation.

Cromme had been groomed to succeed the foundation's 99-year-old patriarch Berthold Beitz, limiting the board's ability to question his judgment on strategy.

"It would help create trust if Cromme's successor was not sent in by the foundation," said Hans-Christoph Hirt, of Hermes Fund Managers, which holds shares in ThyssenKrupp.

The Krupp Foundation was founded in 1967 to shield steelmaker Krupp - which later merged with Thyssen to create ThyssenKrupp - from the personal interests of members of the Krupp family as well as from hostile takeover attempts.

It holds 25.3 percent of voting rights in ThyssenKrupp, can appoint three of the supervisory board's 20 members and has remained a dominant force in the company's strategy thanks to Cromme.

He was hand-picked by Beitz in 1986, overseeing mergers with Hoesch and Thyssen as CEO and, as chairman of the supervisory board, approved major strategic decisions.

These included the ill-advised Steel Americas project - two steel mills in Brazil and Alabama - which cost much more than expected to set up and has generated losses ever since. The company is now trying to sell the mills.

A spokesman for shareholder rights group DSW said Cromme's successor should come from outside the company to allow for real renewal and that any internal candidate should not be tainted by the missteps of the past.

LOST FAITH

Pressure had mounted on Cromme for months to take responsibility for scandals during his tenure, including allegations that a board member took journalists on lavish junkets and a cartel probe for price-fixing.

ThyssenKrupp's finances have deteriorated due to the Steel Americas disaster and a slump in Europe's steel market.

A massive writedown on the value of Steel Americas led to a 4.7 billion euro ($6.1 billion) annual loss last year, forcing ThyssenKrupp to pay no dividend for the first time since the 1999 merger of Thyssen and Krupp. At the same time, net debt climbed to 5.8 billion euros from 3.6 billion a year earlier.

But ThyssenKrupp has brushed off suggestions that it could increase its capital to raise cash, as such a move would dilute the Krupp Foundation's stake in ThyssenKrupp unless it could come up with funds to participate.

The foundation announced on Friday that Cromme was also leaving that organisation, opening a window of opportunity for shareholders to sever the link between the foundation and the supervisory board's top job.

"Apparently Beitz has lost faith in Cromme after all," DZ Bank analyst Dirk Schlamp said. Only three months ago, Beitz emphatically told a paper that "Cromme stays".

The successor to Cromme, who leaves at the end of March, "may be willing and able to look at the company's strategy, capital allocation and portfolio structure in a more open-minded way," Commerzbank analyst Ingo-Martin Schachel said.

German media say candidates include deputy Chairman Hans-Peter Keitel and Ulrich Lehner, former chief executive of consumer goods group Henkel and also a Thyssen board member.

Company sources said the board was unlikely to wait until its next scheduled supervisory board meeting on May 15 to name a successor but its spokesman declined to comment.

($1 = 0.7644 euros) (Additional reporting by Jens Hack; Editing by Jon Boyle)