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Dutch State raises stake from 5.9% to near 13%

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Old Mar 1, 2019, 5:51 am
  #46  
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Originally Posted by Satie


AFKL holding has 100% of economic rights over KLM, and 49% of voting rights (Dutch foundations 36,3% and Dutch state 14,7%). AFKL (not AF) can veto a KL CEO appointment

Thanks. But I don't understand what you mean by 100% economic rights.
My guess is you mean (loosely speaking) that AFKL gets all profits and consolidates 100% of KL in its balance sheet. Unless it is otherwise specified in the "charter", voting rights would be what matters for appointing the CEO. Again that is only an uneducated guess as this is Dutch law and a pseific charter for that company.

Last edited by brunos; Mar 1, 2019 at 6:13 am
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Old Mar 1, 2019, 6:08 am
  #47  
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Originally Posted by San Gottardo
Can someone help me what the fuss is all about? What issue do people in the Netherlands have with the strategy? I did follow the story, and what I had understood was
  • Pieter Elbers and Ben Smith don't like each other, and there was a possibility of PE's CEO-ship of KLM not being renewed, which people in the Netherlands were concerned about >> not an issue anymore, PE has been re-appointed as CEO of KLM, and is Deputy CEO of the group.
  • Ben Smith's strategic vision for the group was that AF was going to be the premium brand whilst KLM was going to have a higher leisure component, simply because AMS is running out of capacity and therefore growth there would come from stuffing more people on planes >> what's the issue with that? It means growth for KLM, not destruction of KLM. I hope the issue is not the Dutch feeling miffed because they aren't the "premium" player anymore?
  • BS' vision for the group also included more cooperation and integration in a number of central functions/shared services >> what's wrong with that? It may make perfect sense to have a more integrated operating model if it means economies of scale, higher effectiveness, a more agile company
AIUI, the issue between PE and BS is not just that they do not like each other in the sense of a personality clash but rather that there is a more substantial disagreement as to the degree of autonomy enjoyed by KL within the AFKL group.

I can see why, seen from AMS, there could be some worry that an increased focus on leisure traffic might lead to a diminution or loss of direct services to some business-oriented destinations.

I do not think that this is an issue about being miffed about not being a premium player.I think that KL have accepted a very long time ago, viz. more or less since they decided to abolish "Royal Class" that, given the limited economic hinterland of the Netherlands, an airline like KL cannot play in the premium league owing to its acute dependence on transfer traffic.


Now the Dutch state buys into the AFKL group. What issue do people in France have with that?
  • If they object the Dutch state, i.e. that of the other national carrier that is part of the group, being a shareholder just in the same way that the French state is >> a clear sign of what many suspected all along, the French believe that AFKL is French and that KLM is a vasall, and that in France people still think of AFKL of a company that is and should be state-influenced. It also reveals the widely held belief in France of "we saved KLM, and so they should shut up and be controlled", and of "we bought KLM, and so they should shut up and be controlled".
It seems to me that it is not the fact of the Dutch state having a stake per se but rather what it signals. What the French are saying, imo not without reason, is that the move was clearly inimical and treat AF as the enemy. It says essentially: "we do not trust you and we have to protect ourselves against you." This is not helpful.

On the French saving KLM from immediate bankruptcy, this might be an exaggeration but KL were undoubtedly in a difficult position at the time. There were some declarations from KL management speaking of the "very serious" situation KL was in and its "fight for survival", although there might have been a certain amount of posturing in those declarations. The period before the merger was not an easy one for KL: they had struggled in the 9/11 aftermath, were losing money and were on a major cost-cutting drive to attempt to restore profitability or at least minimise losses. This was the time of the abolition of business class within Europe and its replacement by "Europe Select" and the time of the replacement of the full bar service in economy by a limited service of water, tea and coffee or juice only and no alcohol. There clearly were worries in KL on long-term viability at the time but it was not, IIRC, a situation of immediate bankruptcy.

And: can someone recount here the *exact* details of the AFKL merger? What exactly did the transaction look like? Because the way I remember it it was more of a *merger*, not an acquisition by AF. And even if admittedly in a case like this the boundaries between merger and acquisition are somewhat blurred I cannot see anything that would justify "the French" of behaving like the conquistadores.
IIRC, it was not a marriage of equals. AF was understood to be the major partner, albeit with some guarantees regarding the survival of KL as a separate airline and brand, at least in the near future.
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Old Mar 1, 2019, 6:11 am
  #48  
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Originally Posted by brunos
Thanks. But I don't understand what you mean by 100% economic rights.
A shareholder usually has the following rights, by virtue of their holding:

    Mostly, but not always, the voting and economic rights reside together with the same shareholder.

    However, at least in airlines it is not unusual to find that the voting and economic rights for some shares have been separated, such that a shareholder only has voting rights, and another only holds the rights to receive the dividends/payments, etc.

    Iberia is currently arguing that it is a fully-EU owned airline due to the fact that all of the voting rights are held by EU/Spanish entities - but the EC isn't accepting that logic.
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    Old Mar 1, 2019, 6:11 am
      #49  
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    Originally Posted by brunos
    Thanks. But I don't understand what you mean by 100% economic rights.
    100% of dividends.
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    Old Mar 1, 2019, 6:24 am
      #50  
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    Thanks for the clarification. That was my guess indeed.. Importantly, it allows AFKL to fully consolidate KLM in the group balance sheet.
    The question remains about strategic decisions.

    Seeing this from far away, I don't understand why French "authorities" make these nasty public comments.
    The French government know full well that they will have to work with the Dutch government as a partner, rather than an enemy.
    Ranting and venting frustration is a destructive action.
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    Old Mar 1, 2019, 6:40 am
      #51  
     
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    Originally Posted by brunos
    Thanks for the clarification. That was my guess indeed.. Importantly, it allows AFKL to fully consolidate KLM in the group balance sheet.
    The question remains about strategic decisions.

    Seeing this from far away, I don't understand why French "authorities" make these nasty public comments.
    The French government know full well that they will have to work with the Dutch government as a partner, rather than an enemy.
    Ranting and venting frustration is a destructive action.

    Apparently the story is a bit different than portrayed by some:

    - The NL Government raised its wish to purchase AFKL Holding shares in 2017 with the French Government.

    - The NL Government at the time insisted that it wished to achieve a share holding in a friendly and cooperative way with the French.

    - The French Government at the time let it be known that they planned to reduce their AFKL share holding, so the NL Government offered to buy shares of the French Government.

    - The French Government responded to the NL request: 'We can not explain this to the French public'. However NL Government raised it again...and again, without success.

    - NL Government was not informed by the French that DL and MU were each given a significant share in the AFKL Holding, triggering a strategic response from NL Government.

    - In 2018 the NL Government decided that if it could not fulfill its strategic wish in a cooperative diplomatic manner, an open market stock purchase was its only alternative.

    - NL Government waited with the stock purchase for the 2018 troubles of (1) AF strikes and (2) new CEO appointment to clear.

    - The early 2019 troubles around the re-appointment of KL CEO Elbers, triggered the NL Government decision in early February 2019, BEFORE the visit of CEO Smith to the NL Government.

    In light of the above, the French Government claim of 'surprise' and 'not being informed' seems somewhat debatable.
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    Old Mar 1, 2019, 6:42 am
      #52  
     
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    Originally Posted by brunos
    Thanks for the clarification. That was my guess indeed.. Importantly, it allows AFKL to fully consolidate KLM in the group balance sheet.
    The question remains about strategic decisions.

    Seeing this from far away, I don't understand why French "authorities" make these nasty public comments.
    The French government know full well that they will have to work with the Dutch government as a partner, rather than an enemy.
    Ranting and venting frustration is a destructive action.
    I think both countries live in a different reality.
    The French believe the Dutch should be grateful to be part of AFKL and the fact KL earns more is because they are part of AFKL which AF realized for them in 2004. So it’ll come across as unfriendly, ungrateful and blunt to secretly buying AFKL behind their back while they thought France and The Netherlands were on friendly terms. France still see themselves as the bigger country and deserve more saying in the merger that is AFKL. That can come across as arrogant where ego’s are hurt.

    The Dutch, pragmatic as they are, see a potential risk when France has more saying in AFKL which can jeopardize KLM and Schiphol. This is not based on chauvinistic sentiments but on numbers and figures. There is simply too much at stake for The Netherlands as a nation. The strategy of “act now and apologize later” is the right one and a act of strong leadership.

    These shares were bought to increase saying in the AFKL group and secure the Dutch interests. Not to earn money on it. 650 million sounds a lot but is really peanuts.

    The more I think of it, the more I believe this is the right thing to do. Not only for KL but also for AFKL as a group.
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    Old Mar 1, 2019, 6:43 am
      #53  
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    Originally Posted by NickB
    IIRC, it was not a marriage of equals. AF was understood to be the major partner, albeit with some guarantees regarding the survival of KL as a separate airline and brand, at least in the near future.
    I understand the importance of history. But the past (15 years ago) is the past.
    What matters now is the current situation and structure of the group.
    There is little doubt that money-losing AF survived in the past few years thanks to profit-making KL. For years the difference has been huge.
    The question is not whether KLM did or did not benefit from the merger. The fact is that, within the AFKL group, KLM has been saving AF .
    Whatever happened 15 years ago, I fully understand that the Dutch side wishes a reassessment of the strategic decision making at AFKL.
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    Old Mar 1, 2019, 6:50 am
      #54  
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    Originally Posted by brunos
    I understand the importance of history. But the past (15 years ago) is the past.
    What matters now is the current situation and structure of the group.
    There is little doubt that money-losing AF survived in the past few years thanks to profit-making KL. For years the difference has been huge.
    The question is not whether KLM did or did not benefit from the merger. The fact is that, within the AFKL group, KLM has been saving AF .
    Whatever happened 15 years ago, I fully understand that the Dutch side wishes a reassessment of the strategic decision making at AFKL.

    I was not passing judgment nor making any point. San Gottardo asked a specific question about the history of the merger. I answered it to the best of my knowledge.
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    Old Mar 1, 2019, 6:58 am
      #55  
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    Originally Posted by brunos
    The fact is that, within the AFKL group, KLM has been saving AF .
    I do not think that we can take it as an established fact that AF would have collapsed were it not for KL. In any event, I fail to see the relevance of this. According to you, corporate governance rules are an irrelevance and decision-making should be in the hands of whichever entity in a group is, at a particular moment in time, is more profitable so that, in 2004, KL should have shut up and accepted whatever AF dictated and AF in 2019 should shut up and accept whatever KL dictates?

    Neither of these make sense to me. The AFKL group has a corporate governance structure, including a CEO and a leadership team, that determines the policy of the group . I can understand that there will be various people within the structure fighting for their corner and thier points of view but nobody is owed anything as such.
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    Last edited by NickB; Mar 1, 2019 at 7:06 am
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    Old Mar 1, 2019, 7:07 am
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    Originally Posted by Satie


    Wow...this is pure conspiracionism. Reminds me the arguments of Philippe Evain accusing AFKL of transferring routes from AF to KL.

    I can’t argue with that, and I apologize for putting things a bit out of context. This is an item which surfaced multiple times in the Dutch press over the past years. Reportedly AF pilot unions had put it on the tables during their strikes. They wanted successful long haul KL flights to move to AF, in order to benefit from KL’s growth as well. For quite a while it was rumoured in the Dutch press that the AF/KL holding would support the idea, and even back then, the (former) Dutch minister of finance and his French colleague had talks about it. Not good for the sentiments, in any case.
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    Last edited by Zembla; Mar 1, 2019 at 7:44 am
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    Old Mar 1, 2019, 12:00 pm
      #57  
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    Originally Posted by brunos
    My understanding is that the KLM CEO is reappointed by the supervisory board of KLM. Given its current composition, it is unclear that AF has a veto power.
    By postponing or canceling the April board meeting Elbers' current term would expire, and he would thus technically be out of a job.

    Johan
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    Old Mar 1, 2019, 12:39 pm
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    It's much bigger than AFKL. KLM and Schiphol are pivotal to Holland as a major global transport hub - a crucial sector of the Dutch economy. The decision to break with BA can also be seen in this light. British companies always take control notwithstanding any earlier agreements - and the Dutch know this very well. This is the reason for the resistance to change the corporate structures of Shell, Unilever, and others. The corporate set-up of AFKL is supposed to prevent this.

    Everything else is peripheral.
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    Old Mar 1, 2019, 10:15 pm
      #59  
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    Originally Posted by NickB
    I do not think that we can take it as an established fact that AF would have collapsed were it not for KL. In any event, I fail to see the relevance of this. According to you, corporate governance rules are an irrelevance and decision-making should be in the hands of whichever entity in a group is, at a particular moment in time, is more profitable so that, in 2004, KL should have shut up and accepted whatever AF dictated and AF in 2019 should shut up and accept whatever KL dictates?

    Neither of these make sense to me. The AFKL group has a corporate governance structure, including a CEO and a leadership team, that determines the policy of the group . I can understand that there will be various people within the structure fighting for their corner and thier points of view but nobody is owed anything as such.
    I know that I tend to express my opinions in a too-rapid and extreme way, rather than in a well-thought and diplomatic manner. But you make my words even more extreme than they were.

    No one can know what would have happened if AF had not merged with KL, and it is clear that the French State would never let AF collapse. But KL has been a good contributor to AFKL and without it, AF and its unions might have needed to accept even more drastic measures.

    Your point about corporate governance is exactly mine. What matters is the current structure and its effectiveness today and in the future. One has to work within this structure. The French have always considered that AFKL was their own play thing, whatever the ownership structure. But in a publicly-listed non-State company, owners should have their say on strategic decisions through the board and "leadership team". That should not be dictated by a single shareholder (the French State). AFKL has a lot of French, Duch and international shareholders, private or institutional.
    Out of 19 members of AFKL Board of Directors, there is only one KL employees representative and four independent directors, VVIP of the Dutch business world. The 14 others are either appointed by the French State (3), AF employees (3) or French independent directors, most of them with a glorious career in the elite French civil service.
    That seems to me very unbalanced given the relative contributions of the two airlines and the numerous mistakes made in the past ten years by top management appointed by the French State..
    Given the strategic decisions suggested by Ben Smith team, I fully understand that the Dutch wish for a more balanced decision process. They are not asking AF to "shut up and accept whatever KL dictates" (your words). They plan to have more influence on corporate governance, formally within the corporate governance structure or informally by relations between States.
    AFKL is a listed company with very diverse shareholders. Having one of them constantly dictating is not sound.

    If that mean a de-facto reduction of the French State major influence, I am all for it.
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    Old Mar 2, 2019, 5:09 am
      #60  
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    Originally Posted by erik123
    The decision to break with BA can also be seen in this light. British companies always take control notwithstanding any earlier agreements - and the Dutch know this very well.
    If we look at what BA became, in the case of IAG we see that they WILL intervene when a carrier *needs* to be fixed - look at Iberia - but they allow a carrier to largely do its own thing, providing the necessary support (marketing, planes etc) when it's doing ok - look at Aer Lingus.
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