Meyer Burger AGM

Meyer Burger AGM

It is up to the Annual General Meeting to point the way to a genuine new start for Meyer Burger Technology AG. At the Annual General Meeting on May 2, 2019, shareholders can actively promote an improvement in the corporate governance. A vibrant shareholder democracy is crucial to facilitate the much-needed transformation process.

On this website we announce our voting behaviour with the corresponding justifications.

Our votes on the agenda items

Meyer Burger Technology Annual General Meeting 2019

Overview of Sentis Capital’s voting recommendations for each item on the agenda

If the voting instructions are sent by mail to the independent voting rights advisor, where you can also approve the shareholders’ spontanious motions, we recommend the following voting behaviour:
Instructions to the independent voting rights advisor (PDF)

If the voting instructions are sent electronically to the independent voting rights advisor, in which case no changes can be made (Please note: approval of the spontaneous motions of the shareholders is only possible via instructions by mail), we recommend the following voting behaviour:
Instructions to the independent voting rights advisor (PDF)

 

Voting recommendations of Sentis Capital for the Annual General Meeting of Meyer Burger Technology Ltd (MBT)

 

1.1.) Approval of the management report 2018, the annual financial statements 2018 and the consolidated financial statements 2018; acknowledgement of the reports of the auditors

Sentis Capital vote: ABSTENTION

Justification:
See point 3. on topic inventory valuation and value adjustment. We would need more clarity in this matter before we can give clear approval.

 

1.2.) Consultative vote on the remuneration report 2018

Sentis Capital vote: NO

Justification:
Despite the rejection of the remuneration report in the previous year, no significant improvements were made to the remuneration model. Remuneration must be based on the size and economic situation of the company, and the result of the company in absolute terms is decisive. This is not the case with MBT – the remuneration report must therefore be rejected.

The following facts are disturbing and a further reason for rejection:

a) Incorrect allocation of 90% (2017) resp. 84% (2018) of Mr. Splinter’s compensation as part of management compensation.
Mr. Splinter once again did not act as a delegate of the BoD in 2018 within the meaning of the term under company law. His total compensation of approximately CHF 415,000 should have been included in the remuneration report as well as in the proposals for the remuneration vote for the compensation of the Board of Directors. The qualification of 84% of his compensation as management costs is not permissible and distorts the picture for shareholders (see under “Downloads” letters to BoD dated 13.10.2018 and 14.01.2019).

b) Bonus payments only when profits are made
The Board of Directors must be concerned about how the company can generate sustainable profits, rather than spending a lot of time creating complicated compensation models that allow high bonuses to be paid out despite massive corporate losses. It is highly irritating that CEO Hans Brändle achieved 85% of his personal goals (Short-Term Incentive) despite weak operating results last year and two profit warnings.

c) Total remuneration of the Board/Management is not related to operating performance
According to zRating, the total remuneration of the majority of Swiss companies amounts to less than 5% of EBITDA. MBT would have to sustainably deliver CHF 80 to 100 million EBITDA to justify the current level of compensation. For the 2018 financial year, the ratio of total compensation of the BoD/Management to EBITDA for MBT was 18.2%. With an EBITDA of CHF 26.08 million, the remuneration of the Board/Management reached CHF 4.74 million, a record, although the results are at a very low level.

MBT has been facing a structural problem for years (see chart Total Compensation BoD/Executive Board vs. EBITDA), which has also been criticized by proxy advisors such as Ethos.

d) No “skin in the game” for BoD members through minimum ownership
In December 2017 and January 2018, individual members of the Executive Board sold a significant portion of their shareholdings close to the highest prices (500,000 shares on December 7, 2017 and 100,000 shares on January 3, 2018). Only a few weeks later, on March 22, 2018, the company issued a profit warning to which the stock responded with massive price losses.

In order to ensure that the interests of management and the Board of Directors are tied together (“skin in the game”), management and members of the Board of Directors must be obliged to hold a certain minimum number of shares before they may sell shares. CEO and other Executive Board members must hold three to five times the base salary in shares before a sale is permitted. Such rules are common to 70% of Swiss blue chips. This is the case for almost 40% of SMI Mid companies.

e) No Anti-Hedging Policy
It must never happen again that a member of the Board of Directors or the Executive Board speculates against its own stock by means of options or other instruments and profits from a fall in the share price. This is disrespectful towards the own shareholders and the company. According to a publication on the website of SIX Swiss Exchange, on November 20, 2015 a member of the Board of Directors realized a gain of CHF 217,625 from the cash settlement of a put option on MBT.

f) No Clawback Policy
SIX Swiss Exchange (“SIX”) checks whether listed companies and their executive bodies comply with their obligations under stock exchange regulations. On June 18, 2018, SIX announced that it had filed a sanction petition for a breach of MBT’s financial reporting rules. The share price reacted with strong losses.

In the event of a sanction decision by SIX Swiss Exchange or a subsequent adjustment (“restatement”) of the financial figures, shares already allocated (unjustifiably) can be retracted by means of a so-called “clawback policy”.

 

2.) Use of balance sheet result

Sentis Capital vote: YES

 

3.) Release of the members of the Board of Directors and the Executive Board

Sentis Capital vote: ABSTENTION

Justification:
The shareholder has no opportunity to vote individually on the discharge of the Board of Directors or the Executive Board.

There are open questions regarding the valuation of inventories and value adjustments (keyword: prospectus liability at the time of the recapitalization capital increase) – see also under point 5

The inclusion of Mr Splinter’s remuneration to the management budget could constitute a violation of the Remuneration Ordinance (VeGÜV) – see also section 1.2.

The pre-arranged placement of the new shares via Oxford PV, excluding the subscription rights of existing shareholders, was a questionable method. The argumentation in favor of the exclusion of subscription rights is legally shaky. Claims by aggrieved shareholders under property law cannot be ruled out.

We therefore abstain from discharge in order not to lose any claims.

 

4.) Election of the members of the Board of Directors

4.1.) Election of the members of the Board of Directors and election of the Chairman

4.1.1.) Re-election of Dr. Franz Richter

Sentis Capital vote: NO

Justification:
Dr. Franz Richter in his functions as vice-Chairman and member of the Nomination and Compensation Committee has been actively involved in numerous strange incidents of the past. See our letters to the Board of Directors in the “Downloads” section.

Dr. Franz Richter, as head of the Nomination and Compensation Committee, failed to implement a transparent and performance-related compensation system.

Dr. Franz Richter embodies the Pauli/Dr. Vogel system with which MBT should finally conclude.

 

4.1.2.) Re-election of Hans Michael Hauser

Sentis Capital vote: NO

Justification:
Sentis’s vote was changed on 30.4. from a yes to a no, with the following justification: As a result of recent events regarding the way the Oxford PV transaction has been handled the pecuniary benefit to an unknown member of the Board of Directors of Meyer Burger, who was able to acquire a large share position from Oxford PV on preferential terms, we are now voting against all of the Board members who were in office until now. We are therefore voting against Dr. Franz Richter and Hans-Michael Hauser. Accordingly, we are also voting against the appointment of Hans-Michael Hauser as Chairman of the Remuneration Committee.

 

4.1.3.) Election of Dr. Remo Lütolf (and election as Chairman of the Board of Directors)

Sentis Capital vote: YES

 

4.1.4.) Election of Andreas R. Herzog

Sentis Capital vote: YES

 

4.2.) Election of the Nomination and Compensation Committee

4.2.1.) Election of Hans Michael Hauser

Sentis Capital vote: NO

 

4.2.2.) Election of Andreas R. Herzog

Sentis Capital vote: YES

 

5.) Election of Auditors

Sentis Capital vote: NO

Justification:
The repeated write-downs of inventories and the recently written-down deferred tax assets give the impression that there is a constant cheating out of old burdens. The auditor’s statement states that he took the closure in Thun as an opportunity to review the valuation of inventories. The company’s press release gives the impression that inventories had to be written down due to the closure in Thun. It looks like this need for write-downs had existed for much longer. It looks like no more detailed examination was carried out prior to this. In the end, 27 million Swiss francs are missing in cash, as valuable inventories could always be converted into cash.

The auditor has been on board since 2006. Replacing him after a certain period of time reduces any roped-up relationships with the finance department and the accounting committee.

Only an auditing company completely unencumbered by the past can produce an audit report that can restore confidence in Meyer Burger Technology’s balance sheet.

 

6.) Election of the Independent Proxy Holder

Sentis Capital vote: ABSTENTION

 

7.) Vote on the remuneration for the Board of Directors and the Exective Board

7.1.) Vote on the total maximum amount of remuneration for the Board of Directors  for the business year 2020

Sentis Capital vote: NO

Justification:
Remuneration must be based on the size and economic situation of the company. According to zRating, the total remuneration of the majority of Swiss companies is less than 5% of EBITDA. MBT would have to sustainably deliver CHF 80 to 100 million EBITDA to justify the proposed compensation framework.

Using the maximum total compensation of the Board of Directors as a benchmark in relation to the maximum total compensation of the Executive Board for the 2019 financial year, the ratio is 16.67% of the total compensation of the Board of Directors to 83.33% of the total compensation of the Executive Board. The average of all available EBITDA estimates to us (UBS, Credit Suisse, Vontobel) for the years 2019 to 2022 gives an annual average of CHF 48 million.

In accordance with the recommendation of zRating (5% of EBITDA), the following compensation framework is calculated for the Board of Directors:

16.67% x 5% of CHF 48 million = CHF 400’000

MBT’s Board of Directors intends to reduce the size of the Board from 6 to 4 members by focusing on core competencies. At the same time, the BoD proposes an increase in the maximum compensation per member from CHF 163,333 to CHF 187,500. According to Ethos, the comparable value for companies of comparable size is around CHF 127,000.

As MBT in the past has made extensive use of the maximum remuneration framework for Board members, this should not exceed proposed benchmarks.

In line with the reduction of the number of members, the number of committees should also be reduced. The committees carry the risk that individual members of the Board of Directors will not be given full insight into important matters and will only be given selective information on which to vote. This also explains how various strange incidents could have occurred in the past, which we explained in detail in our letters to the Board of Directors (see “Downloads” section).

 

7.2.) Vote on the total maximum amount of remuneration for the Executive Board for the business year 2020

Sentis Capital vote: NO

Justification:
Special performances should be remunerated. We are not against good wages if they are based on success and success is achieved. However, Meyer Burger Technology has not provided any results for years to justify the proposed remuneration framework. The proposed remuneration framework would be close to historical highs. As the rejection of the remuneration report in 2018 did not bring any visible improvements in the remuneration system, we will vote against the proposed framework. The company continues to measure remuneration relative to comparable companies. For shareholders, only one thing counts: absolute returns that justify the compensation framework and not relative comparisons.

It is true, however, that “failure to meet targets must lead to a noticeable reduction in compensation“.

It is particularly irritating that CEO Brändle despite the weak operating results of MBT achieved 85% of his personal goals (Short-Term Incentive) last year (see Annual Report MBT page 60) – even though two profit warnings had to be issued for the 2018 financial year. CEO Brändle had already achieved 99 % of his personal targets in the previous year.

There is an urgent need for a causal link between operational business development and the remuneration of the operational management responsible for it in the future.

There is the impression that Dr. Brändle is the de facto Chairman of the Board of Directors. Dr. Brändle is based in Thun, hundreds of kilometers away from the operating business. But besides travelling, a CEO should also be in the production halls every day, talking to employees and researchers. For this, Dr. Brändle would have to move to Hohenstein-Ernstthal. But there is already a managing director who is also Chief Technology Officer of the group and very close to the customers, the technology and the products. In addition, Hohenstein also has its own CTO.

Because of this multiple structure, the total remuneration is higher than ever, although the results are far from it. Everything is available at Meyer Burger. All you have to do is put it together correctly.

8.) Amendments of the Articles of Association: Modification of the authorized capital

Sentis Capital vote: YES

Justification:
Sentis Capital’s own request to cancel the authorized capital (see agenda item 9) requires an approval of more than 66%. Should this high hurdle not be reached, the proposal of the Board of Directors motion to amend the authorized capital is already a significant improvement for shareholders.

 

9.) Amendments of the Articles of Association: Cancellation Art. 3 a of the Articles of Association (Cancellation of authorized capital)

Shareholder proposal: Sentis Capital PCC proposes the cancellation of Art. 3 a of the Articles  of Association.

Sentis Capital vote: YES

Justification:
The complex and costly handling of a simple investment in the start-up company Oxford PV in a nontransparent, pre-arranged triangular relationship with a major Swiss bank and excluding subscription rights for existing shareholders (expropriation of existing shareholders) is clear proof that such an instrument must not be given to this Board of Directors. The newly formed Board of Directors should first earn the trust of the shareholders. However, the proposed re-election of Dr. Franz Richter is an indication that the Board of Directors is still unwilling to come to terms with its past.

 

10.) Amendments of the Articles of Association: Amendment of Art. 8 of the Articles of Association (Shareholders’ right to convene a General Meeting of Shareholders)

Shareholder proposal: Sentis Capital PCC proposes to replace Art. 8 para. 2 of the Articles  of Association with the following wording: “The General Meetings shall be convened by resolution of the General Meeting or the Board of Directors, at the request of the auditors or if one or more shareholders representing together at least 5% of the voting share capital request in writing to the Board of Directors that the General Meeting be convened, stating the item to be discussed and the proposals.”(The only change to the current Art. 8 para. 2 of the Articles of Association is to lower the threshold for convening a General Meeting from 10 % to 5 %.)

Sentis Capital vote: YES

Justification:
Pursuant to Art. 8 para. 2 of the Articles of Association, one or more shareholders who together represent at least 10% of the voting capital may request that a General Meeting of Shareholders be convened. This percentage is very high and is currently not reached by a single shareholder. Today, it no longer corresponds to best practice for listed companies. In the current study, zRating lists a deep convening hurdle as an essential criterion for good corporate governance and refers to a growing number of companies which have introduced a lower convening hurdle of less than 10% in their articles of association.

As part of the current revision of company law, the threshold for convening a meeting of listed companies under Art. 699 of the Swiss Code of Obligations is to be lowered to 5%. This percentage corresponds to the proposal of the Federal Council and has been confirmed by the National Council. MBT should distinguish itself positively by introducing the threshold provided for in the revision before the legislator forces the company to do so.

As one can see in the following table compiled in the zRating report, more and more companies have been lowering the hurdle rate to below 10%, in anticipation of the changes in the legislation which will oblige them to do so.

Lowest hurdles to convene an extraordinary General Meeting

Source: zRating report

 

11.) Amendments of the Articles of Association: Amendment of Art. 10 of the Articles of Association (Shareholders’ right to place items on the agenda)

Sentis Capital vote: YES

 

12.) Amendments of the Articles of Association: Amendment of Art. 10 of the Articles of Association (Announcement of the Annual Report)

Shareholder proposal: Sentis Capital PCC proposes to amend Art. 10 of the Articles of Association by the following new paragraph (new paragraph 2 of Art. 10):“The Company shall publish its annual report no later than 55 days before the General Meeting.”

Sentis Capital vote: YES

Justification:
Art. 10 of the Articles of Association shall be amended as follows: “The Company shall publish its annual report no later than 55 days prior to the General Meeting”. An important aspect of corporate governance is that after receiving the annual report, shareholders have the opportunity to submit agenda items for the ordinary general meeting within a reasonable period of time and thus react to the statements in the annual report.

MBT has so far pursued a less shareholder-friendly policy in this area. When the annual report was published, the deadline for adding items to the agenda had already expired several days earlier. In 2018, the deadline for adding items to the agenda expired on March 18, whereas the annual report was not published until March 21. That is unacceptable.

The Federal Council’s revision proposal for company law stipulates that at least 10 days must elapse between the date of publication of the annual report and the end of the deadline for requests for items to be included on the agenda at the Annual General Meeting. MBT must follow this path and become more shareholder-friendly.

As one can see in the following chart from the zRating report, more and more Swiss companies are increasing the time span between the publication of the annual report and the deadline for placing items on the agenda, in anticipation of the changes in the legislation which will oblige them to do so anyways.

Time between publication of the annual report and expiry of the deadline for placing items on the agenda

Source: zRating report

In 2018, 27.3% (prior year: 25.0%) of the evaluated Swiss companies give the shareholders at least 5 days after the publication of the annual report to place an item on the agenda.

13.) Amendments of the Articles of Association: Amendment of Art. 28 of the Articles of Association (Mandates outside of MBT)

Sentis Capital vote: YES

 

14.) Amendments of the Articles of Association: Amendment of Art. 35 of the Articles of Association (Term of office of the auditors)

Shareholder proposal: Sentis Capital PCC proposes to amend Art. 35 of the Articles of Association by adding the following sentence: “The entire term of office is limited to 10 years.”

Sentis Capital vote: YES

Justification:
Pricewaterhouse Coopers has acted as auditor for MBT since the listing. We have no doubt about the professional competence of Pricewaterhouse Coopers. However, we are of the opinion that the term of office should be limited – a change of auditors after a maximum of 10 years corresponds to good corporate governance. This prevents “tightrope partnerships” between the finance department and the auditors and ensures that every few years a new perspective is applied to the audit. ASCOM, a company of comparable size, pays 50% less for auditing costs.

Corporate Governance

Experience and various studies have shown that companies with positive corporate governance tend to be valued higher than companies with deficiencies in this area. Moreover, an improvement in corporate governance also opens up access to additional investors – institutional investors in particular often invest only in companies with above-average corporate governance. MBT cannot attract these investors today.
In a letter we have already notified the Board of Directors of our corresponding list of demands with regard to an improvement in corporate governance and a corresponding motion for the inclusion of an item on the agenda.

Our demands in detail

«With a broadly diversified shareholder base, ownership control is often omitted, creating the principal-agent problem.»
Source: zRating Study 2018, 10th revised edition, September 2018, Publisher: Inrate AG

In the case of Meyer Burger Technology Ltd (MBT), this is probably exactly what happened. In the past six years, the shareholder presence at the general meetings of MBT was only between 17.9% and 26.0% of the share capital. This circumstance allowed the Board of Directors to put its own interests before those of the shareholders.

As an active shareholder, we would like to contribute to reducing conflicts of interest and the “principal agent” problem.

  • Demand: Cancellation of authorized capital (Art. 3a of the bylaws)

Pursuant to Art. 3a of the bylaws, the Board of Directors has the right to increase the share capital of MBT by a maximum of CHF 4.6 million by issuing up to 93 million registered shares until May 2, 2020. This corresponds to approximately 15% of today’s outstanding capital. Together with the conditional capital (Art. 3b and Art. 3c), this results in a potential increase of approximately 20%.

If the Board of Directors carries out a capital increase on the basis of the authorized capital (Art. 3a), it may, in accordance with Art. 3a of the bylaws, restrict or even completely exclude shareholders’ subscription rights and allocate the new shares to third parties!

The reasons for the cancellation of the subscription right are defined very broadly in this provision and include not only the takeovers of companies and the placement of shares for the financing or refinancing of such transactions, but also the issue of shares for the purpose of participation by “strategic partners” or the “expansion of the group of shareholders”. In addition, the cancellation of the subscription right is also permissible if this allows “rapid and flexible raising of equity through a placement of shares”.

These criteria are so broadly defined that the Board of Directors, at its sole discretion, can cancel the subscription right from shareholders. The Board of Directors is even entitled to increase the capital and to exclude shareholders’ subscription rights after a third party has made a public offer. This allows the Board of Directors to use the capital increase as an instrument to fight against an acquirer.

The ability of the Board of Directors to dilute existing shareholders by issuing shares and, at its own discretion, to transfer the shares to third parties is a negative aspect in the corporate governance. The amount of authorized capital of MBT is significantly higher than the average for Swiss companies – according to zRating statistics, 58.5% of the companies have a potential capital dilution by authorized and conditional capital of 0 or a maximum of 10%. Today, the idea that the Board of Directors can shape the shareholder base according to its own preferences by issuing shares from the authorized capital is no longer acceptable.

The possibility of the Board of Directors to influence a takeover bid in its own interest by issuing shares is particularly disturbing – Art. 3a of the bylaws today allows the Board of Directors, after publication of a public offer, to issue shares to a person close to it without having to ask the shareholders of MBT.

MBT will not suffer from any disadvantages if Art. 3a is deleted. If the company requires capital, it can always carry out an ordinary capital increase while maintaining the subscription right. This avoids dilution of shareholders. An exclusion of subscription rights will also be possible in the future, provided that the shareholders are asked and agree to it. Here, it is solely up to the Board of Directors to convince the shareholders of the advantages of such an exclusion of subscription rights!

  • Demand: Reduction of the hurdle for convening general meetings to 5%.

Pursuant to Art. 8 para. 2 of the bylaws, one or more shareholders who together represent at least 10% of the voting capital may request that a General Meeting be convened. This percentage is very high and is currently not reached by a single shareholder. Today, this no longer corresponds to best practice for listed companies. In the current study, zRating lists a deep convening hurdle as an essential criterion for good corporate governance and refers to a growing number of companies which have introduced a lower convening hurdle of less than 10% in their articles of association.

In the current revision of the corporation law, the convening threshold of Art. 699 of the Swiss Code of Obligations (OR) is to be lowered to 5% for listed companies. This percentage corresponds to the proposal of the Federal Council and has been confirmed by the National Council. MBT should distinguish itself positively by introducing the threshold provided for in the revision before the legislator forces the company to do so.

As one can see in the following table compiled in the zRating report, more and more companies have been lowering the hurdle rate to below 10%, in anticipation of the changes in the legislation which will oblige them to do so.

Lowest hurdles to convene an extraordinary General Meeting

Source: zRating report

  • Demand: Adjustment of the bylaws to the legal hurdle of CHF 1 million nominal value and lowering of the hurdle to set the agenda to 3%.

Pursuant to Art. 10 of the bylaws, shareholders representing at least 10% of the share capital entitled to vote may request that an item be placed on the agenda for the attention of the AGM, providing that such a request must be made in writing up to 45 days prior to the General Meeting, stating the item to be discussed and the proposals.

This provision does not comply with applicable law. Pursuant to Art. 699 OR, shareholders representing shares with a par value of CHF 1 million may also request that an item be included on the agenda.

Since the share capital of MBT amounts to CHF 31.1 million, the limit for adding items to the agenda is considerably lower by law than according to the bylaws. The bylaws cannot abolish the right to add items to the agenda according to Art. 699 Para. 3 OR for shareholders holding shares with a nominal value of CHF 1 million. However, the incorrect wording in the bylaws may prevent shareholders from exercising their right.

The 10% threshold for setting the agenda does not correspond to the best practice of listed companies. As the Corporate Governance study by zRating shows, the median of Swiss publicly traded companies is 1.9% of the capital, whereat 37% of the companies analyzed by zRating, investors with a shareholding of less than 1% may put items on the agenda. In our opinion, a lowering of the application hurdle is therefore appropriate.

  • Demand: Publication of the annual report no later than 55 days before the AGM

Art. 10 of the bylaws shall be amended as follows: “The Company shall publish its annual report no later than 55 days prior to the Annual General Meeting”. An important aspect of corporate governance is that after receiving the annual report, shareholders have the opportunity to submit agenda items for the ordinary Annual General Meeting within a reasonable period of time and thus react to the statements in the annual report.

MBT so far has pursued a less shareholder-friendly policy in this area. When the annual report was published, the deadline for placing items on the agenda had already expired several days ago. In 2018, the deadline for adding items to the agenda expired on March 18, whereas the annual report was not published until March 21. That is unacceptable.

The Federal Council’s revision proposal for corporation law stipulates that at least 10 days must elapse between the date of publication of the annual report and the end of the deadline for requests for items to be included on the agenda at the Annual General Meeting. MBT must follow this path and become more shareholder-friendly.

As one can see in the following chart from the zRating report, more and more Swiss companies are increasing the time span between the publication of the annual report and the deadline for placing items on the agenda, in anticipation of the changes in the legislation which will oblige them to do so anyways.

Time between publication of the annual report and expiry of the deadline for placing items on the agenda

Source: zRating report

In 2018, 27.3% (prior year: 25.0%) of the evaluated Swiss companies give the shareholders at least 5 days after the publication of the annual report to place an item on the agenda.

  • Demand: Limitation to 10 mandates (Board of Directors) or 3 mandates (Executive Committee) in top management or administrative bodies of other legal entities.

Of these, members of the Board of Directors may hold 5 mandates and members of the Executive Committee 1 mandate with public companies. 

Members of the Board of Directors may accept a further 10, members of the Executive Committee a further 2 mandates without pay with non-profit, charitable or other not-for-profit legal entities.

  • Demand: The entire term of office of the auditors must be limited to 10 years

Pricewaterhouse Coopers has acted as auditor for MBT since its listing. We have no doubt about the professional competence of Pricewaterhouse Coopers. However, we are of the opinion that the term of office should be limited – a change of auditors after a maximum of 10 years corresponds to good corporate governance. This prevents “tightrope partnerships” between the finance department and the auditors and ensures that every few years a new perspective is applied to the audit. Experience has shown that costs could be saved by competitive new tenders.