Cargolux : Zitater aus de Bréiwer vun Ex-Direktiounsmemberen an aus dem Robert-Schaus-Rapport

Nodeems mer gëscht aus Bréiwer zitéiert hu vu Cargolux-Direktiounsmemberen, déi rezent demissionnéiert hunn, publizéiere mer elo Extraiten aus deenen zwee Bréiwer. Donieft publizéiere mer e Passage aus dem Rapport vum Robert Schaus (Cargolux-Informateur vun DP, LSAP a gréng während de Koalitiounsverhandlungen).

De Peter van de Pas huet dem Paul Helminger, President vum Cargolux-Verwaltungsrot, den 13. Dezember geschriwwen:

(...) Cargolux is a great company, with highly dedicated staff, achieving above market results in a tough business environment, and all of this largely in spite of its shareholders, Board of Directors and its overall corporate governance. (…)

(…) the company's corporate governance model has, to say it mildly, its flaws, which has manifested itself on numerous occasions and which is now culminating into a situation that is untenable for me.

(…) The process that was followed to reach this Board of Directors' decision creates a situation in which the proper functioning of ExCom as a whole and that of the individual members of ExCom in relationship towards the Board of Directors is in my opinion no longer possible.

(…) Richard Forson was used by the involved parties to ensure a minimal involvement of ExCom as a whole.

Robert Schaus as you mentioned apparently being proposed as key-candidate for the Cargolux CEO position; this ahead of his final "informateur" report to the new incoming government, and without any involvement of the Board of Directors or at least its Remuneration Committee: this smells like a conflict of interest – or perhaps as yet another trick to obtain upfront buy-in into the HNCA deal that the involved parties favored from the start.

Without going into details, in all of the above situations, the role of the Board of Directors - as premier governance body of the company - has in my opinion at least been questionable.

At the Board of Directors level there are, with one exception, no members that can be considered as knowledgeable experts in the Airline business in general and the Air Cargo business in particular, therefore a solid understanding of our business challenges appears to be missing and no apparent desire to develop such understanding far been demonstrated.

The Board of Directors shows no pro-activeness that can guide or that intends to support ExCom in times of critical situations, of which several occurred during the last years. lt is rather the opposite.

The Board of Directors appears not to have the necessary trust in ExCom and prefers to hire expensive external consultants on a regular basis. This often even appears to be in the hope or expectation that these consultants will prove ExCom wrong.

The process that was followed in 2013 for the sale of the government warehoused 35% of the Cargolux shares, in which you yourself played a crucial, perhaps even decisive roIe, combines all these elements.

Not meaningfully involving ExCom in a dossier of such fundamental importance for the company, especially with regard to the prospective commercial cooperation, dismissing or even ignoring the concerns raised by ExCom, as well as those raised by the management level reporting into ExCom, regarding the risks that Cargolux incurs with this commercial cooperation and the underlying agreement, are unfortunately other elements that give reason to believe that our Board of Directors - with the exception of too few Directors - does not seem to seriously consider ExCom's concerns.

Your personal public response especially to the letter (from the management level reporting into ExCom shows your fundamental disrespect for the people that have built this company to what it is today, and who care and continuously try to further improve it; it is beyond comprehension how you couId portray them as people that are living in the past and that are not open to change. For sure, this attitude of yours does not create an atmosphere of cooperation that the company will need going forward - quite the contrary.

During the Board of Directors' meeting of November 27th Robert Schaus, as special reporter to the government on this topic ("informateur"), gave his optimistic view on the sale of the shares to HNCA, and on the benefits he expects for Cargolux. After 3 weeks of analysis Mr. Schaus (expert) opinion on the commercial cooperation agreement is in sharp contrast to ExCom’s and larger management’s opinion and yet again, it appears to be embraced by the Board of Directors as the leading opinion.

This is incredible as furthermore Mr. Schaus appears to be in a clear conflict of interest, considering that you have mentioned before his final report that he is a key-candidate for the position of Cargolux CEO. This saga is another sad chapter in how the corporate governance of Cargolux is performed by various parties.

Mr. Schaus caveated his optimism by saying that many joint-ventures failed especially if management doesn't believe in them. By doing so he puts the blame of failure already upfront on management, which is in line with earlier statements he made in which he indicated that if management doesn't believe in this, they would be able to sabotage the deal. If this is what the Board of Directors believes too, ExCom as a whole should be replaced upfront to avoid such situation.

(…) In this same Board of Directors meeting one of our Board members mentioned in a somewhat similar context that he believes it is time for a new start and he might be right on this. So much has happened over the last years that trust between the Board of Directors and ExCom as weIl as the mutual respect has come to an absolute low level.

On December 11th on the occasion of the "celebration" of the first flight from Zhengzhou (CGO), with goods produced in the Hong Kong area, the newly appointed ministers, in your presence, I believe, made it publicly clear that the decisions have been taken and that the Government, and I assume the Board of Directors, would not let itself be blackmailed ("erpressen") by management. Management has to execute, as the ministers said, what the shareholders have decided upon. I am baffled at how voicing concerns and flagging of perceived risks (which is, by the way, the duty of every ExCom and Board member) can be perceived as blackmailing. I can only repeat what I mentioned before, ExCom will not blackmail nor sabotage, as this would not be in the interest of the company and its staff, but ExCom, at least not myself, can also not be asked to execute a commercial cooperation agreement that in its view is not achievable and not in the interest of the company and its employees.

Based on all the above l believe that, in the interest of aIl, but the company and its staff in particular, we have to quickly find a way out of this uncomfortable situation, created through your decisions. I myself am in this regard prepared on short notice to step down from my responsibilities as member of the Executive Committee, Chief Operating Officer (COO) and Accountable Manager (AM) (…).

De Robert van de Weg huet dem Paul Helminger, President vum Cargolux-Verwaltungsrot, den 13. Dezember geschriwwen :

(…) your attitude is not perceived as very motivating by the staff that works very hard to keep this airline afloat (…)

(…) And if it was not for the Anti-trust case (yes indeed, l was part of that, surely you will refer to that in case the need arises), the hedging losses and other largely unnecessary large legal expenses (that have their origin in SREL past practices), Cargolux would not have needed any fresh capital to survive and would not have been subjected to the ongoing issues in relation to the share ownership that we have seen since 2010. (…)

The Qatar Airways debacle is well documented but I would Iike to briefly reflect on it as the current problems have their roots in the evolution of this file. The Ministry of Finance took most of the blame for 'Qatar' in the public domain but that seems rather unfair. The Ministry of Transport knew all along what was going on (Cargolux management sent a briefing to Ministry of Transport prior to the March 2010 meeting in Doha) and was in any case responsible for how the Qatar shareholding unfolded. (…)

Strangely, you were one of those very few BOD members that were clearly not pleased about the Qatar Aiways departure. Now excuse me for my frankness: the Ministry of Transport, instead of 'cleaning ship' and recognizing the real motivations behind the ousting of Frank Reimen and behind the Oliver Wyman study, appointed you as Chairman and decided to continue with Richard Forson as Interim CEO. Certain Cargolux ExCom members made it clear on numerous occasions that this was an unfortunate decision as the company needed credible leadership in the wake of the Qatar debacle.

ln this difficult setting, we went Into 2013. After the initial visits to Zhengzhou and Beijing by the Ministry of Transport the agenda became clear. Yes, we remember your speech in Zhengzhou in April 2013 in which you presented Cargolux flights to Zhengzhou already as given. Yes, we remember your RTL Interview on June 1, 2013 in which you enthusiastically spoke about prospective Cargolux activity in Zhengzhou, regardless of a shareholding. Yes, we remember how the rest of Cargolux management was left out while Mr. Forson kept his hopes alive of ultimately becoming CEO and diligently took instructions from you and the Ministry of Transport. In this environment, with the benefit of hindsight, It was clear that HNCA was 'the one' all along and that other offers, or other alternatives were not taken seriously. (…)

Then, moving over to the story of Robert Schaus - a consultant who was appointed by the "Gambia" coalition in order to bridge the Cargolux shareholding issue between two governments. During my first Interview with Mr. Schaus (just 2 days after his appointment), I was puzzled as to how It could be that he was already convinced that HNCA was a good deal and I could at the time not understand why he was asking questions well beyond his mandate (in relation to regular business issues at Cargolux). At this time, he has not yet spoken to any other ExCom member (apart from Mr. Forson) nor to any BOD member (apart from yourself) nor to other potential investors. My surprise subsided when you told me a week later (before the Schaus-report was final) that he was a CEO candidate for Cargolux. (…)

Cargolux is pushed into a deal with HNCA that is not only commercially, strategically but also legally still posing real issues. (…)

The way the company has been governed can in my eyes no longer be maintained. (…)

Am November huet de Robert Schaus den 3 Parteien DP, LSAP an déi gréng ënnert anerem dat hei geschriwwen:

(...) There is a broad and remarkable consensus among the vast majority of players (management, board, even trade unions and third parties) that the management team in its current configuration and mode of operation is dysfunctional. This is a serious issue that needs to be addressed as soon as possible and preferably before any entering in relationship with a third party. Similarly, the equity split between the different (Luxembourgish) actors and the composition and mode of operation of the Supervisory Board need to be revisited and reengineered.

If the issues are not addresses successfully, the outlook for the venture will be doubtful in any case. On the other hand, if these issues are tackled, the partnership with HNCA sounds promising. Risks are limited, but much more importantly, this may be the opportunity to give Cargolux a new lease of life and to support it in securing a stable base in Luxembourg based on sustainable global growth.