By Ruth Bender
This article is being republished as part of our daily
reproduction of WSJ.com 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
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
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
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
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
"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.
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
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
"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
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
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,
Write to Ruth Bender at Ruth.Bender@wsj.com
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