During ABB’s General Meeting, held on 12 March 2002, the ethos foundation did not grant discharge to the Board of Directors for their management during 2001.
Tthe recent revelations regarding the exorbitant indemnities granted to Mr. Barnevik and Mr. Lindhal upon leaving the company has shed light on serious procedural malfunctioning at the level of the Board of Directors. The partial reimbursement of the amounts received by the two previous CEOs does not release the Members of the Board of their responsibility. Numerous questions regarding the manner in which the decisions were taken remain unanswered.
During the General Meeting, the majority of shareholders granted discharge to the Members of the Board of Directors. However, confusion surrounded the actual vote, in particular as BZ Group (which holds 11% of the current share capital of ABB) participated in the vote on the granting of discharge, despite the fact that the Group’s President, M. Martin Ebner, is a member of ABB’s Board of Directors. This is contrary to the spirit of Article 695 of the Swiss “Code des Obligations” which stipulates that persons who have cooperated in any way to management affairs cannot participate in decisions which grant or refuse discharge to the Board of Directors. In the present case, had BZ Group not voted, a number of directors, including Mr. Barnevik, would have been refused discharge. Taking this into account, ethos is considering appealing against the vote.
