New Structure at Bertelsmann

Herbert R. Lottman -- Publishers Weekly, 8/9/1999

Few large companies have been controlled as informally as media giant Bertelsmann, whose Reinhard Mohn, fifth-generation owner and creator of the postwar book and printing empire, once summed up the prevailing structure for PW: "I possess only one share of the firm, but it's the only voting share."In subsequent adjustments Mohn sought to strike a balance between family interest and long-term continuity, most recently by transferring 68.8% of family shares to the Bertelsmann Foundation while retaining 20.5% and corresponding voting rights. (A minority owner, the Zeit Foundation, holds 10.74% of shares and appropriate votes.)

Now, in what should be a definitive settlement, the 78-year-old Mohn has turned over voting rights equivalent to the family's 89.3% share of capital stock to a new Bertelsmann administrative board. As of July 1 the board began to make fundamental decisions on policy as if it owned the stock. The point is to protect the company's entrepreneurial leadership, as Mohn believes that Bertelsmann AG (the business) and the nonprofit Bertelsmann Foundation may not always have identical interests, and that corporate initiative and foundation management call for different forms of expertise.

After Mohn dies, and into perpetuity, the administrative board will consist of six persons. Members by right are the chairman of the group's supervisory board (now Mark Wossner, recently retired CEO), who will serve as the board's managing director, and the chairman of the executive board (now group CEO Thomas Middelhoff), with one additional member each from the supervisory and executive boards, a representative of the founding family (at present, Liz Mohn, Reinhard Mohn's wife), and a delegate of the firm's employees.

Meanwhile, specialization within Bertelsmann's professional information division has led to the divestiture of legal publisher Nomos and its printing plant to independent Munich publisher C.H. Beck. Jürgen Richter, president and CEO of Bertelsmann's professional information division, attributed the move to an ongoing portfolio review that led to the decision to focus the recently acquired Springer on STM publishing. In an interview in the Frankfurter Allgemeine Zeitung, Richter indicated that the group intends to acquire more scientific publishing assets, if possible in the U.S., and with an eye out for companies already committed to electronic publishing and Internet business.