Two top executives at the centre of the Mannesmann bonus payments controversy yesterday gave sharply contrasting versions of the events surrounding the German company's takeover by Vodafone, the UK mobile phone group.
The accounts by Sir Christopher Gent, Vodafone's chief executive, and Klaus Esser, former chief executive of Mannesmann, came amid investigations by German prosecutors into whether about DM150 million (€76.7 million) of bonuses paid to Mannesmann directors and managers were intended to influence the course of the €175 billion bid. The Dⁿsseldorf prosecutor is investigating 10 past and current members of Mannesmann's executive and supervisory boards, including Sir Christopher and Mr Esser. Both have denied any wrongdoing.
Commenting for the first time on the issue, Sir Christopher rejected suggestions that he or his group may have played a role in awarding the payments. "At no time did I or any other Vodafone director or employee make any financial offer or incentive to any Mannesmann director or employee," he said. Speaking at the Mannesmann general meeting in Dusseldorf, he said no Vodafone director had any authority in the decisions of Mannesmann's compensation committee until after the European Commission had cleared the takeover on April 12th of last year.
"Once we had gained clearance, it was extremely important for us to work constructively with the Mannesmann management," he said. "We felt it appropriate to honour the compensation awards that had been authorised," he said.
However, Mr Esser questioned Sir Christopher's account and said the Vodafone board had approved his DM59 million severance package on February 3rd, one day before it was put to the Mannesmann compensation committee.
"Immediately after the board meeting, Gent called me and informed me that the principle of the bonus had been approved by Vodafone," Mr Esser said.
A spokeswoman for Vodafone said: "We are treating Mr Esser's comments as speculation and we do not comment on speculation."
Mr Esser, however, agreed that Vodafone had not suggested his bonus. He said the recommendation had come from Hong Kong-based Hutchison Whampoa, a core Mannesmann shareholder. In addition to Mr Esser's package, the prosecutor is probing DM28 million worth of bonuses awarded to Mannesmann managers, and DM60 million in pension payments to 18 retired board members.
Although this is a preliminary investigation, which has yet to lead to any official charges, legal sources say allegations that executives did not act in the shareholders' best interests are serious and could lead to jail sentences if an action were ever brought to court.
The Mannesmann shareholders' meeting, with Vodafone controlling 99.5 per cent of the shares, was to approve changing the company's name to Vodafone AG.
The British group is also the parent of Ireland's largest mobile operator, Eircell, which it bought from Eircom in May for €3.3 billion.