Challenge to Bayer at stockholders' meeting (23/3/2006)

EXCERPTS: The study entitled "Child labor in Indian cotton growing"... revealed how international seed companies [incl' Bayer, Monsanto and Syngenta] were profiting from child labor. BAYER announced that it would have the children replaced by adult workers at its suppliers. Despite this, around 500 children were still working for BAYER's suppliers in the 2005 planting season. The children are exposed to toxic pesticides and receive a daily wage of less than one euro. Without any schooling [due to the long working hours], they have no chance of escaping the poverty trap.

...BAYER produces the diabetes product Glucobay with the aid of a bacterium stemming from Lake Ruiru in Kenya. Not one cent of annual Glucobay sales of around EUR 280 million goes to East Africa.

Protest Group introduces countermotions to Bayer's stockholders' meeting
Coalition against BAYER dangers (Germany)
Press Release, March 22, 2006

The Coalition against BAYER-dangers, based in Duesseldorf/Germany, today introduced countermotions to Bayer's annual stockholders' meeting. The protest group will discuss the proposals within the meeting that takes place in Cologne on April 28. Several environmental groups announced to attend as well.

Bayer published the countermotions on their website. Please find the full text below. You may contact us at [email protected]

Annual Stockholders' Meeting on April 28, 2006

Ladies and gentlemen,

We hereby notify you that we will oppose the proposals of the Board of Management and Supervisory Board as regards items 2, 3 and 5 of the agenda, and will induce the other stockholders to vote in favor of the following countermotions.

Countermotion to Item 2: The Board of Management is not discharged

Reasoning: The BAYER Group caused many grievances in the last fiscal year. The Board of Management is responsible for this. A selection of the most recent examples is given below. Further information can be found on the homepage of the Coalition against BAYER Dangers at WWW.CBGNETWORK.DE .

*BAYER was again involved in illegal price fixing in the last fiscal year. Because of antitrust proceedings in the United States alone, the company had to make provisions totaling EUR 275 million. In addition, the E.U. Commission fined BAYER EUR 58.9 million for price fixing in rubber chemicals. Portuguese and Brazilian authorities found Bayer guilty of forming a cartel. Matters were no better in fiscal 2004, when price fixing for rubber chemicals and plastics raw materials came to light. Here, too, the fines ran to several hundred million euros. The Board of Management evidently covers up this practice and seems to have no sense of wrongdoing. It is to be feared that the majority of these criminal actions will remain undiscovered. The bill is footed by consumers and public authorities.

*In November, 3,500 employees of Bayer Industrial Services (BIS) protested against an increase in working hours, further carve-outs and an undermining of the collective wage agreement. It has been obvious for many years now at BAYER that parts of the company which, although profitable, do not achieve the return on sales expected by the Board of Management, are being run down and subsequently carved out, sold or closed. This happened with Dystar, Agfa, Lanxess and now BIS. Thousands of jobs have already been destroyed and many employees fear for their livelihoods - despite the fact that the parent company is earning billions.

*According to a study published in the New England Journal of Medicine, the Bayer product TRASYLOL harbors considerable health risks. The life-threatening side-effects range from kidney failure to stroke and heart attack. According to the study, dispensing with the drug in cardiac surgery would spare around 10,000 people from kidney failure and dialysis every year. Peter Sawicki from the "Institute for Quality and Economic Efficiency in Health Care" puts the number of deaths in Germany alone at 300 a year. In the United States, attorneys are preparing class-action lawsuits. BAYER is responsible for the high level of serious physical harm and death. The company must ensure that its products are safe, otherwise withdraw them immediately from the market.

*BAYER intends to continue its practice of testing highly dangerous pesticides directly on humans. The company even took legal proceedings against the U.S. Environment Agency, which had described such experiments as "unnecessary and unethical." A report by U.S. Congress Representatives concluded last summer that, in earlier tests, BAYER had withheld undesirable results, had not adequately informed test persons of the risks involved, and had damaged their health. By carrying out these trials, BAYER is seeking in the long term to enforce lower thresholds for pesticides in foodstuffs.

*The study entitled "Child labor in Indian cotton growing", published in Germany in 2003 by the Coalition against BAYER Dangers, revealed how international seed companies were profiting from child labor. BAYER announced that it would have the children replaced by adult workers at its suppliers. Despite this, around 500 children were still working for BAYER's suppliers in the 2005 planting season. The children are exposed to toxic pesticides and receive a daily wage of less than one euro. Without any schooling, they have no chance of escaping the poverty trap. It is unacceptable that BAYER cannot control this problem and continues to profit from the exploitation of children.

*The U.S. health authority, FDA, has accused BAYER of misleading advertising for its blood coagulation drug, Kogenate FS. In particular, it criticized letters to patients and physicians in which free trial use of the drug was suggested. The company's advertising campaign contained neither adequate information about risks nor instructions on taking the product. According to the FDA, BAYER was thus accepting the risk of unsafe use of the drug.

*On June 18, 2005, a worker at the BAYER site in Baytown died after an explosion. The U.S. occupational safety authority OSHA carried out an investigation and established "serious violations" of the safety regulations. According to OSHA, there was a "high probability of a fatal accident or serious physical injury." Plant management "knew or should have known the risks." BAYER was subpoenaed twice and had to pay a fine. At German sites, too, the company is making cuts at the cost of safety. In Wuppertal, for example, BAYER has dissolved the company fire department.

*Countermotion to Item 3: The Supervisory Board is not discharged

Reasoning: The Supervisory Board does not adequately fulfill its function of overseeing the work of the Board of Management, and its actions should not therefore be ratified. Below are some examples of an environmentally unfriendly corporate policy that is tolerated by the Supervisory Board:

*The hormonal effect of Bisphenol A has been known for decades. Nevertheless, BAYER, as the biggest German manufacturer, plays down the risks and, through its political influence, prevents a ban on high-risk applications. A study published in December shows that even minimal quantities of the chemical can affect the brain development of babies. Nevertheless, Bisphenol A is still contained in food packaging and babies' bottles.

*BAYER continues to uphold an application for E.U. approval for the import of genetically modified rice. The herbicide-resistant rice variety with the designation LL62 is intended for consumption and represents an unknown risk to human health and the environment. The approval of genetic rice in Europe would enable BAYER and other biotech companies to encourage the cultivation of genetically modified rice, particularly in developing countries. This could lead to the genetic contamination of existing rice crops, impair biodiversity, and thus jeopardize the main food source of the Third World.

*An investigation published by the U.S. Edwards Institute shows that BAYER produces the diabetes product Glucobay with the aid of a bacterium stemming from Lake Ruiru in Kenya. Not one cent of annual Glucobay sales of around EUR 280 million goes to East Africa. BAYER is thus infringing the UN Biodiversity Convention, which prescribes appropriate participation of the countries of origin in the profits.

*BAYER is one of the biggest water polluters and water consumers in Germany. With its effluent, the company emits around 830 tons of phosphorus, 2,800 tons of nitrogen, 1 million tons of inorganic salts, 73 tons of organic chlorine compounds and 28 tons of heavy metals every year. Each day, the BAYER Group uses some 2.3 million cubic meters of water. The Leverkusen site alone produces twice as much effluent as the neighboring city of Cologne, which has over a million inhabitants. Most of the company's sites remove high-quality groundwater from the soil and because of "old water rights" do not even pay for it. This catastrophic situation did not stop BAYER from initiating a "research program for water protection" last summer together with National Geographic. The research program can be regarded as a fig leaf with which the company seeks to detract from its poor environmental performance.

*In August 2005, the U.S. Food and Drug Administration (FDA) banned the animal antibiotic Baytril for poultry farming. The aim was to halt the increasing resistance of bacteria to antibiotics. Five years ago, the FDA had already called for the animal drugs in question to be withdrawn from the market. BAYER was the only producer not to comply. Drug resistance has since increased further and BAYER is partly to blame for this on account of its delaying tactics.

*In a delivery of canola destined for export to Japan, Australian authorities found the genetically modified variety Topas 19/2 manufactured by BAYER. BAYER had already performed field trials with herbicide-resistant canola several years ago in the State of Victoria. Australian farmers fear the loss of sales markets, because in many parts of the world only non-genetically engineered foodstuffs are accepted. Until now, BAYER has refused to accept full liability for its products or assume responsibility for exports losses incurred by the affected farmers, or bear the cost of additional tests.

*Complaints from physicians have meant that BAYER had to stop a campaign for the virility drug LEVITRA in Australia. The company had listed the addresses of 1,000 physicians online and passed patient data to physicians. The association of the Australian pharmaceuticals industry, Medicines Australia, judged that the physicians had not been properly informed that they were part of a marketing campaign. Moreover, patients were influenced to ask their physicians to prescribe LEVITRA although non-medication methods of treatment were also available. Medicines Australia regards this as an infringement of the association's code of conduct.

Countermotion to Item 5: The right of shareholders to ask questions and address the meeting should not be restricted any further

Reasoning: Annual stockholders' meetings of the BAYER Group are anything but democratic events. Awkward questions remain for the most part unanswered. Critics are accused of being "unobjective" and "ideologically motivated". Photos and sound recordings are not allowed and countermotions are generally rejected as "unfounded" without any detailed discussion. The fact that the meeting is chaired not by an independent person but by the Chairman of the Supervisory Board shows that BAYER seeks to stifle open debate at its annual stockholders' meetings.

The company now wants to amend the statutes to "reasonably restrict the time allowed to shareholders for asking questions and addressing the meeting". It is to be feared that critical contributions will be impeded even more than before. This amendment should therefore not be accepted.

On behalf of the management of the COALITION AGAINST BAYER DANGERS, Philipp Mimkes, Axel Kuhler-Schnura Committee Prof. Jurgen Junginger, designer, Krefeld Eva Bulling-Schruter, Member of the Bundestag, Berlin Prof. Dr. Jurgen Rochlitz, chemist and former Member of the Bundestag, Burgwald Prof. Dr. Anton Schneider, construction biologist Dr. Sigrid Muller, pharmacologist, Bremen Wolfram Esche, lawyer, Cologne....

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