Annual General Meeting of. OSRAM Licht AG


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Marcel-Breuer-Straße 6, 80807 München, Deutschland

Annual General Meeting of


Speech of

Dr. Thomas Stockmeier

Chairman of the Supervisory Board of OSRAM Licht AG

World of Light, Munich, February 23, 2021

The speech delivered during the Annual General Meeting on February 23, 2021 may deviate from this manuscript. Check against delivery on the day of the

general meeting. The spoken word takes precedence.

This document has been issued for information purposes only and is not intended to constitute an investment advice or an offer to sell or a solicitation to an offer to



Marcel-Breuer-Straße 6, 80807 München, Deutschland

Ladies and gentlemen,

I would now like to report on the work of the

Supervisory Board over the past fiscal year. As you know, I took over the role of chairman of the

Supervisory Board from Peter Bauer in December.

On behalf of the Supervisory Board and the

employees, I would like to begin by extending my warmest thanks to Peter Bauer. With his extensive expertise, prudence, skill, and extraordinary

dedication, Peter Bauer has been an invaluable asset to OSRAM since summer 2013.

He joined the Company as a member of the

Supervisory Board, becoming its chairman at the end of 2013.



Marcel-Breuer-Straße 6, 80807 München, Deutschland

During his period in office, a number of important decisions have had to be made concerning the transformation of OSRAM.

Expanding the technological expertise of the Company was always one of his top priorities, and he was

instrumental in the decision to withdraw from traditional general lighting and invest in the opto semiconductors business.

It is largely thanks to Peter Bauer that OSRAM is in a good position today to share in the growth of the

optics and sensors markets.

Throughout his tenure, he always showed great understanding for the concerns of the workers and their representatives. This enabled a very cooperative and open culture of discussion within the Supervisory Board, which will of course continue in the future.



Marcel-Breuer-Straße 6, 80807 München, Deutschland

On behalf of the Supervisory Board, I would therefore like to sincerely thank Peter Bauer for all he has done at and for OSRAM.

Ladies and gentlemen,

As for many companies, 2020 was a challenging year for OSRAM. The COVID 19 pandemic triggered an economic crisis and we were forced to react with a variety of special measures.

Of course, the response of the Company to this crisis in all its dimensions occupied a good deal of the

Supervisory Board’s time.

Today, we can say that OSRAM has coped well with the challenge so far. This is true not only of the

Company’s financial resilience, but also in terms of the health of its employees. Mr. Berlien will report on this in more detail shortly. It is clear that management and



Marcel-Breuer-Straße 6, 80807 München, Deutschland

the workforce have performed exceptionally well in dealing with this crisis. The Supervisory Board would like to express its heartfelt gratitude for this.

Next to the pandemic at the top of the Supervisory Board’s agenda was of course the takeover of

OSRAM by ams, followed by the preparations for integration into a combined group of companies. We received reports on the progress of the deal at every meeting. We held a total of five special meetings where decisions were made concerning personnel measures. We discussed the restructuring of the OSRAM Group’s financing. And we prepared the ground for the decision of the extraordinary general meeting in early November concerning the control and profit transfer agreement.



Marcel-Breuer-Straße 6, 80807 München, Deutschland

Throughout this process, the Supervisory Board was always committed to safeguarding the interests of OSRAM, its shareholders, employees, and business partners. We sought advice from independent legal and financial experts to guide us through these critical decisions. And the Supervisory Board members who also work for ams recused themselves from the

discussions and decision-making on these matters. I was one of them. Further details are provided in the Supervisory Board’s report that forms part of the

annual report.

In summary, we have been able to come up with excellent solutions for OSRAM and its shareholders. And we have been able to prepare the ground for the successful launch of a combined group with ams.



Marcel-Breuer-Straße 6, 80807 München, Deutschland

In addition to these extraordinary matters, the

Supervisory Board also closely monitored the strategic and operational development of OSRAM over the past fiscal year, as the transformation of the Company

continued in 2020.

The restructuring of the portfolio and the disciplined implementation of the efficiency programs remain an ongoing task in view of the changes in the lighting

industry. It is to the great credit of the organization that the targets set for the performance measures were comfortably exceeded in spite of the crisis. And that numerous additional initiatives to manage the

consequences of the pandemic were successfully implemented at the same time.

The Managing Board and employees have thus created a solid foundation that will allow OSRAM to benefit from the post-pandemic upturn. The figures for the first quarter of the current fiscal year, which Mr.



Marcel-Breuer-Straße 6, 80807 München, Deutschland

Berlien will talk about in more detail shortly, show this clearly. On behalf of the Supervisory Board, I would also like to thank the Managing Board and the

employees for all their hard work in this respect too.

Ladies and gentlemen,

Under agenda items 6 and 7 of today’s Annual General Meeting, we will be presenting the

remuneration systems for the Managing Board and Supervisory Board for your approval. This is

necessary due to the new legal requirements in this area.

A description of the remuneration system for the

Managing Board was sent to you with the notice of the Annual General Meeting. I therefore do not intend to go into the details of the system now.



Marcel-Breuer-Straße 6, 80807 München, Deutschland

OSRAM is currently in a phase of transition between its previous independent structure and becoming part of a contract-based group of affiliated companies with ams. The shareholders agreed to this in early

November 2020. The remuneration system for the Managing Board reflects this in that it currently only contains fixed components. This recognizes the fact that it would be hard to measure targets for variable remuneration in fiscal year 2021 that relate exclusively to OSRAM. We expect OSRAM to have been

integrated into the ams group before the end of the fiscal year. On the other hand, the variable targets cannot yet be based on the future structures either. Once the control agreement comes into effect, the members of the Managing Board will be integrated into the variable remuneration structures of the

combined ams-OSRAM group. However, this is not possible at present.



Marcel-Breuer-Straße 6, 80807 München, Deutschland

For this reason, the Supervisory Board believes that purely fixed remuneration is a practical solution. It also complies with the recommendations of the German Corporate Governance Code.

This also applies for the other elements and provisions of the Managing Board’s remuneration system. We made some minor adjustments last year to comply with all the recommendations. I would therefore ask you to approve the remuneration system in its current form.

The remuneration system for the Supervisory Board was defined in article 12 of our Articles of Association many years ago. It is structured as purely fixed

remuneration. The annual report describes the system in more detail.

Our view was that only slight adjustments were required. It was necessary to clarify that in short



Marcel-Breuer-Straße 6, 80807 München, Deutschland

financial years, the remuneration would be payable pro rata. There will have to be a short financial year after the end of fiscal year 2021, in order to adjust the OSRAM fiscal year to the calendar year. Agenda

item 7 therefore contains a proposal to amend the wording of the provision of the Articles of Association on Supervisory Board remuneration. I would ask that you give this proposal your support, too.

Ladies and gentlemen,

The takeover of OSRAM by ams has resulted in a

number of changes to the Company’s decision-making bodies in fiscal year 2020 and this year. In addition to Mr. Bauer, Dr. Busch, Mr. Lakerveld, and Mr. Mittal have also stepped down from the Supervisory Board. All have worked very hard for OSRAM over a number of years and have made lasting contributions to the Company. Our very grateful thanks go to all three gentlemen.



Marcel-Breuer-Straße 6, 80807 München, Deutschland

The term of office of Dr. Bortenlänger also ends today. She has been a member of the Supervisory Board

since 2013. With her outstanding expertise in finance, particularly in matters of corporate governance, she has played an important role on the Audit Committee in recent years. Ms. Bortenlänger, thank you very much for your dedication and cooperation, and for your immense contribution to OSRAM.

The Supervisory Board is proposing that Ms. Christin Eisenschmid be elected to the Supervisory Board as Dr. Bortenlänger’s successor.

You have already received some information about Ms. Eisenschmid with the notice of the AGM. She will now briefly introduce herself to you in person:



Marcel-Breuer-Straße 6, 80807 München, Deutschland

I believe that Ms. Eisenschmid will bring important new impetus to the work of the Supervisory Board.

The same is true of Ulrich Hüwels, who joined the Supervisory Board in place of Mr. Bauer at the end of 2020. His appointment by the court is set to be

confirmed by today’s Annual General Meeting. Mr. Hüwels will also briefly introduce himself in the following video:

[Film for the introduction of U. Hüwels]

Both proposed candidates fulfill the profile of skills and expertise derived from the targets for the composition of the Supervisory Board, and both bring important experience and knowledge to support the work of the OSRAM Supervisory Board.



Marcel-Breuer-Straße 6, 80807 München, Deutschland

I would therefore like to ask you to support the proposals for election.

After these changes, we will continue to ensure that the Supervisory Board carries out its work

independently at all times. For Mr. Hüwels in

particular, this means not participating in deliberations or decision-making where there is any potential

conflict of interest. We will ensure – as we have done in the past – that this rule is rigorously followed.

Ladies and gentlemen,

Changes are happening in the Managing Board too. We were joined in mid-April 2020 by Ms. Kathrin

Dahnke, an experienced CFO who quickly familiarized herself with the issues of importance to OSRAM. She succeeded Mr. Bank, who became CFO of ams at the beginning of May 2020. Mr. Bank’s move to ams



Marcel-Breuer-Straße 6, 80807 München, Deutschland

agreement with ams, which provided that at least one ams Managing Board member be appointed from the ranks of OSRAM in the future. This is intended to ensure that the OSRAM viewpoint is represented in the leadership of the future combined company. I believe this has worked very well.

At the end of November 2020, Stefan Kampmann

stepped down from the Managing Board. As CTO, Mr. Kampmann had played a key role in the

transformation of OSRAM toward digital,

semiconductor-based components and solutions since 2016. And as CEO of the Opto Semiconductors

business unit, he had been an important driver of the project to structure this business unit more efficiently. I would like to take this opportunity to extend our

grateful thanks to Stefan Kampmann for his work for OSRAM and to wish him all the best in his new role.



Marcel-Breuer-Straße 6, 80807 München, Deutschland

Finally, we will see a change of CEO at the end of February. After more than six years, Olaf Berlien’s term of office is coming to an end. In the years since 2015, he has radically changed and reshaped the face of OSRAM.

The Company has been aligned with new growth markets. The share of traditional products in the

portfolio has been sharply reduced, both as a result of a changing market and through carefully chosen

divestments, and replaced by the opto semiconductors business in which OSRAM is now a market leader. Olaf Berlien was a key driver behind the decisions to invest in new capacity and products in the opto

semiconductors segment, with the result that

innovative products and solutions from this sector now make up the lion’s share of OSRAM’s portfolio.



Marcel-Breuer-Straße 6, 80807 München, Deutschland

Mr. Berlien,

You had the courage and determination to reshape the group, and faced a fair amount of criticism along the way. On behalf of the Supervisory Board, the employees, and the shareholders, please accept our heartfelt thanks for all you have done for OSRAM over the past few years.

Ingo Bank will take over Olaf Berlien’s duties at the beginning of March, in addition to his role as CFO of ams. Mr. Bank knows both companies very well and is therefore ideally placed to drive forward the integration of OSRAM and ams into a combined group. It goes without saying that any conflicts of interest arising before the control agreement becomes effective will be handled appropriately. Mr. Bank will recuse himself from the discussions and decision-making in such



Marcel-Breuer-Straße 6, 80807 München, Deutschland

Ladies and gentlemen,

OSRAM is moving forward! The business combination with ams will bring many opportunities. We can build on the excellent position of the two companies in the opto semiconductors and sensors segments to

become the undisputed market leader in optical solutions. A global champion with European roots. This vision is driving all of us – the Supervisory Board, the Managing Board, and our employees.

Any integration, no matter how good the preparation, is challenging and fraught with risk, but it also offers unique opportunities. The outlook for OSRAM, I am confident, is excellent! With our technological and operational excellence we will lead the world, taking OSRAM from a great tradition to an extremely bright future with ams.



Marcel-Breuer-Straße 6, 80807 München, Deutschland

The Supervisory Board will accompany the

management and employees on this journey, offering guidance and support every step of the way.





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