By Ruth Bender 

This article is being republished as part of our daily reproduction of articles that also appeared in the U.S. print edition of The Wall Street Journal (February 27, 2020).

BERLIN -- Bayer AG, in the midst of a major legal battle over its Roundup herbicide, said Chairman Werner Wenning would step down earlier than planned and be replaced by a former PricewaterhouseCoopers executive who joined the German company's board in 2018.

Bayer said Norbert Winkeljohann will succeed Mr. Wenning after the company's annual meeting on April 28.

Mr. Winkeljohann's appointment marks a break from a company tradition of having senior managers assume the role of chairman. Mr. Wenning was widely respected at Bayer for steering it through an earlier legal battle in the U.S. over the cholesterol-lowering drug Baycol.

Mr. Wenning, 73 years old, said he had intended to retire last year but agreed to a request by the group's supervisory board to stay on given "the company's situation at the time." He was named chairman in 2012 with a mandate originally set to run until 2022.

Mr. Wenning, who is a former Bayer chief executive, has been a mentor of CEO Werner Baumann. He also championed the 2018 acquisition of U.S. agricultural giant Monsanto that tipped Bayer into one of its worst crises in its 156-year history.

With a board seat opening up, shareholders at the annual meeting will be asked to vote on a new nominee, Horst Baier, a former finance chief at travel company TUI AG.

The replacement of Mr. Wenning, a company veteran of over 50 years, comes as the chemicals and pharmaceutical company is under pressure to resolve a high-stakes legal contest over Roundup, which thousands of Americans allege causes cancer.

At the depth of the crisis last June, Bayer had lost more than a third of its market value in the wake of three California jury verdicts that went against it and a resulting spike in the number of plaintiffs. Bayer argues Roundup and its active ingredient glyphosate are safe when used as directed and appealed all three verdicts.

Bayer inherited the litigation over the world's most popular weedkiller when it bought Monsanto in a $63 billion acquisition that Mr. Wenning helped negotiate together with Mr. Baumann.

Mr. Wenning has also played a crucial role in navigating the legal standoff with more than 42,000 plaintiffs. He is a member of the supervisory board's glyphosate litigation committee and almost all other board committees. People familiar with Bayer have always described him as being very involved in all aspects of the business.

Mr. Wenning said he is retiring at a time when the company is making progress on all its various front lines -- from managing the legal battle to integrating Monsanto and restructuring its other businesses.

"We have made and continue to make progress in handling the legal issues in the U.S. That's why now is a good time to hand over to my successor," Mr. Wenning said in a statement.

A Bayer spokesman said there were no other reasons behind Mr. Wenning's departure.

The company is currently in settlement talks with U.S. plaintiff attorneys, and investors expect the onerous legal issue will soon be put to rest. Its shares, which rose slightly Wednesday, have climbed from the depths of last year.

Messrs. Wenning and Baumann -- internally often referred to as "big and small Werner" -- have both come under fire for their decision to purchase Monsanto and with it the Roundup litigation.

Last year Mr. Baumann lost a shareholder confidence vote, marking a first in German corporate history. Mr. Wenning was also rebuked as some 34% of shareholders refused to ratify the supervisory board's actions. Both men have defended the deal.

Janne Werning, an expert on environmental, social and governance issues at asset manager Bayer Investor Union Investment, said appointing a new chairman was the right move, albeit surprising.

"Mr. Wenning was closely tied to the current difficult situation and what is decisive now is to put in place an independent oversight of Bayer's strategic development," Mr. Werning said in an email. He added, though, that he would have hoped for a chairman, and likewise a new board member, with more expertise in Bayer's industry.

Mr. Winkeljohann, who studied economics and business administration and ran his own advisory firm out of Frankfurt, has worked on global audits for such firms as Volkswagen AG and industrial conglomerate Thyssenkrupp AG. Mr. Baier, the board nominee, spent most of his career in the travel industry.

Mr. Winkeljohann, 62, joined Bayer's supervisory board in May 2018, two years after the company made its first takeover offer for Monsanto. A trained accountant and tax consultant, Mr. Winkeljohann was Europe CEO of PricewaterhouseCoopers until 2018.

Oliver Zühlke, vice chairman of the supervisory board, said since joining Bayer Mr. Winkeljohann had worked diligently to familiarize himself with the group's structures and businesses. Mr. Wenning said he was pleased Bayer had found a successor who could "guide Bayer into its next chapter as a leading and focused life science company."

Corrections & Amplifications Bayer shareholders will be asked to vote on a new board member, Horst Baier, on April 28. An earlier version of this article incorrectly said they would be asked to vote on the appointment of Norbert Winkeljohann. (Feb. 26, 2020)

Write to Ruth Bender at


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February 27, 2020 02:47 ET (07:47 GMT)

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