Gerling-Konzern Versicherungs-Beteiligungs-Aktiengesellschaft

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Gerling-Konzern Versicherungs-Beteiligungs-Aktiengesellschaft

Gereonshof
D-50670 Cologne
Germany
Telephone: (49) (221) 144-1
Fax: (49) (221) 144-3319
Web site: http://www.gerling.com

Private Company
Incorporated: 1904 as Bureau fór Versicherungswesen
Robert Gerling & Co. Ges. m.b.H.
Employees: 13,432
Total Assets: EUR 10.4 billion ($9.3 billion) (2001)
NAIC: 524126 Direct Property and Casualty Insurance Carriers (pt); 524128 Other Direct Insurance (except Life, Health, and Medical) Carriers; 524130 Reinsurance Carriers (pt); 524113 Direct Life Insurance Carriers; 524114 Direct Health and Medical Insurance Carriers (pt)

Gerling-Konzern Ver Sicherung s-Beteiligungs-Aktiengesellschaft (GKB) is the holding company for the family-owned Gerling group of insurance companies based in Cologne, Germany. The Gerling group is Germany’s fifth largest insurance company and the country’s second largest insurer for business and industry. Gerling’s credit insurance subsidiary, Gerling NCM Credit and Finance AG, is the second largest credit insurer worldwide. Its reinsurance arm, Gerling Global Re, operates around the globe, but was hit hard by a number of natural and man-made disasters in 2001, resulting in large operating losses. Other Gerling subsidiaries offer health, life, property, and casualty insurance, mainly in Germany, where almost half of the company’s revenues derive. After one of the founder’s grandsons, Rolf Gerling, had shelved a planned initial public offering (IPO) in the late 1990s, he announced he would sell his majority share in the Gerling group in the spring of 2002.

Company Origins: 1904

Rolf Gerling’s grandfather, Robert Gerling, Jr., was 26 years old when he decided to take a chance and put an idea into practice that would soon change Germany’s insurance industry. It all began twelve years earlier, in 1892, when one spring day insurance agent Conrad Mihr, an acquaintance of Robert Gerling, Sr., persuaded the Gerlings to take their highly intelligent teenager out of school early and—instead of sending him to law school as they had intended—allow their son to go into the insurance business. As an apprentice, then 14-year-old Robert Gerling, Jr., began to learn the ins and outs of selling insurance hands on. Later, he worked for two insurance companies, Mannheimer and Prussian National. More and more he began to specialize in signing general coverage contracts for large industrial clients.

When Robert Gerling, Jr., set out on his own in 1904, he did not possess any of the assets that might help an aspiring entrepreneur to carve out a niche for himself: he had no money, no formal education, and no protection by an established business community. He called his insurance brokerage Bureau fór Versicherungswesen Robert Gerling & Co. Ges. m.b.H., which was located at Cologne’s Hohenzollernring 27. Underwear maker Wilhelm Marum gave Gerling the missing 4,000 Reichsmark he needed to open up shop. Three well-known entrepreneurs—Arnold von Guilleaume, Hans-Rudolf von Langen, and Adolf Lindgens—opened many doors for the young man in Cologne’s industrial circles. Gerling wanted to break out of the traditional general-agent system that dominated Germany’s insurance industry. General agents, who were paid a provision by insurance companies for ready-to-sign insurance contracts they brokered, kept costs for insurers and premiums for customers high. Gerling wanted to give the insurance trade a better image and regulate claims faster and in a more equitable way than was common. The time and place were right for him. Heavy and manufacturing industries were booming in Westphalia and the Rhineland around the turn of the century.

Since 1900, 78 of Germany’s large fire insurers were organized as a cartel, the Vereinigung der in Deutschland arbeitenden Privat- Feuerversicherungsgesellschaften. The Fire Syndicate, as it was referred to—or, for short, the Syndicate—kept fire insurance premiums high at a time of economic downturn. As a response, a number of nonprofit organizations emerged that helped insurance clients with their legal issues, the so-called Schutzverbände.

Only a few months after opening his insurance bureau, Gerling, together with six investor-friends, founded their own such organization, the Rheinische Versicherten-Verband. For a small annual membership fee, Rheinische offered legal advice regarding insurance at no extra cost. Rheinische also acted as an insurance brokerage, picking the best and cheapest plans for its members in all types of insurance. Gerling offered his members significant savings for their insurance coverage if they gave him all of their business, which was then channeled through his bureau. This new service soon became popular in the Rhineland region. By 1908, Rheinische included almost 3,000 members.

In 1907, Gerling founded another private company, the Gesellschaft fór Versicherungs-Vermittlung m.b.H. (G.f.V.V.). To attract large industrial clients, Gerling offered to share the provisions he received as an insurance broker from insurance companies if they became shareholders in his company. In turn, for their insurance business, they received part of those provisions as dividends, according to the volume of their insurance coverage. The company’s capital base grew rapidly, from 100,000 Marks in 1908 to five times as much three years later. The 30 percent dividend Gerling offered attracted more and more shareholders.

Gerling’s enterprise would not have been possible without help from his family and friends. His brother Richard soon took over management of the Rheinische Versicherten-Verband, while, until 1909, Robert, Jr., brokered policies for various German insurance companies. Due to his natural talent for assessing risks and his communicative and persuasive personality, Gerling had collected a good number of mid-sized and large companies from industry and trade on his client roster. However, more and more insurance companies refused to cooperate with Gerling because they saw how his system slowly undermined their own business. Consequently, in 1909 Gerling founded his own fire insurance company, Rheinische Feuer-Versicherungs-Aktiengesellschaft—in short, Rheinfeuer. Gerling’s insurance customers once again became shareholders—this time in their own insurance company. By providing their own insurance coverage, Gerling’s “client-shareholders” were able to further reduce their cost. The successful establishment of this enterprise, however, came with a grain of salt for Gerling, who was not elected to the executive board and had little control over his creation. Run by two bureaucrats of the old school, the company soon drifted into traditional patterns, setting up expensive general agencies all over the country. Although Gerling’s bureau, G.f.V.V. and Versicherten-Verband generated half of Rheinfeuer’s premium income, they refused to make a binding contract with Gerling and to pay him fixed provisions. Contrary to his original idea, Rheinfeuer began turning into one of his competitors. However, the company’s high costs were eating up most of its working capital, and Gerling carried out an attack to rescue his creation. In December 1910, he established the “Kronprinz” Versicherungs-AG, his own reinsurance company. Then Gerling canceled his contracts with Rheinfeuer and channeled the insurance business he acquired to Kronprinz. Finally, in December 1911, he succeeded and became Rheinfeuer’s new CEO.

Press Wars and Economic Crises in the 1920s

While the Fire Syndicate let loose a massive press war of many years to discredit Gerling’s reputation, more and more companies voted with their feet. Fed up with high premiums, inflexible insurance plans, and less-than-sufficient service of the Fire Syndicate insurers, they chose the only existing alternative: Gerling. In 1915, the cost in relation to premium income was around 40 percent in Rheinfeuer’s general agency system but only around 20 percent in Gerling’s G.f.V.V. and Bureau.

When the Fire Syndicate realized that Gerling’s system was successful, they decided to deny him reinsurance protection. When World War I cut Gerling off from his reinsurers abroad, he founded a second reinsurance company, Rheinische Versicherungsbank A.G., in 1917. It was followed by the establishment of Allgemeine Versicherungs-AG, another direct insurer that did not limit itself to fire insurance, in 1918. The Syndicate declared a total boycott against Gerling. However, the small number of his large industrial clients, among them steel giant Krupp AG and chemicals manufacturer Bayer AG, was easily administered from his Cologne headquarters at low cost, and Gerling was fortunate enough not to be struck by big disasters.

Company Perspectives:

Our mission is: to provide the best possible comprehensive risk management and insurance protection in dialogue with our clients, to form and shape an exceptional and responsible company, and to be in harmony with creation for the benefit of man and nature.

In 1920, Robert Gerling’s brother Richard, who had a significant share in getting the business off the ground, left the enterprise to found one of his own. In the same year, Gerling organized his companies under the umbrella of Rheinische Versicherungs-Gruppe AG and introduced the term “solidarity liability.” This meant that if any of Gerling’s companies had to cover a loss, all the other companies would help out if necessary—a novelty in the industry. In the early 1920s, Gerling established four dozen smaller insurance companies; these functioned as regional branch offices that brought in the business for the main Gerling insurance concern. Instead of the agent-broker system, Gerling employed his own sales staff who worked with clients to design custom-tailored insurance coverage. The number of Gerling’s large insurance clients climbed to 300. In 1922 and 1923, Gerling reorganized his group of companies and renamed it Gerling-Konzern. He established his own life insurance company, Gerling-Konzern Lebensversich-erungs-AG; another reinsurance company, Gerling-Konzern Riickversicherungs-AG; as well as other subsidiaries. In the same year, Gerling took over Berlin-based Friedrich Wilhelm, one of Germany’s older insurers whose life insurance arm administered every fourth German life insurance contract. One year later, he acquired life insurer Magdeburger Leben. The Gerling companies now offered a wide range of insurance coverage, including property and casualty insurance, life insurance, and reinsurance coverage for the group.

With the value of the German currency declining in the early 1920s, Gerling started offering life insurance coverage on a stable currency basis, at first Goldmark, later dollars. When Gerling sensed that inflation in Germany could get out of control—with devastating effects on the insurance industry—he established two foreign subsidiaries to provide access to foreign currencies. In March 1923, Rheinische Róckversicherungs-Gruppe AG was established in Basel, Switzerland, and equipped with three million Swiss francs in capital. About a year later, the Gerling-Konzern Nederlandsch-Duitsche Verzekering Maatschappij was set up in Amsterdam, the Netherlands. However, Gerling’s “crisis-save” policies became a real risk when the German government passed a crisis law that required that foreign currencies be handed over to the treasury. After that, premiums were paid in worthless paper money while they had to be covered by hard currencies. A big enough number of claims could have driven Gerling into a difficult financial situation. However, only when Germany introduced total control over hard currencies in 1932 was Gerling required to take his offer from the market.

When the German government set an end to hyperinflation by introducing a new currency, the Rentenmark, in November 1923, Gerling’s financial assets had shrunk considerably. However, unlike many other insurance companies that went bankrupt, Gerling-Konzern met the challenge, not least due to the real estate holdings of its subsidiary, Friedrich Wilhelm. To boost the company’s business, Gerling-Konzern introduced several pioneering insurance products. Among them were a foreign travel insurance for traveling businessmen, a lifetime renter’s insurance for a onetime premium, a standardized all-round insurance coverage from raw material to finished product for textile companies, and group life insurance for large organizations.

By 1924, the year when the Syndicate dissolved, Gerling-Konzern had reached a strong foothold in the German insurance market that put the company on the track toward growth for many decades to come. The conglomerate consisted of 70 subsidiaries and branch offices. In the second half of the 1920s, Gerling’s competitors utilized any measure at hand, including defamation through press campaigns and the initiation of rumors designed to undermine his client’s trust in Gerling’s liquidity. Consequently, the Reichsaufsichtsamt, the government agency that regulated the insurance industry, inundated him with ever new requests for changing the structure of his group to make it more transparent and for boosting its capital base. Gerling complied as much as he needed to, since his enterprise depended on the agency’s goodwill.

By the end of the 1920s, the superiority of Gerling’s system was obvious. Administrative costs were about 30 percent of premium income. Competitor Allianz had to take off about 44 percent from its premium income for administrative costs, and Colonia, another leading German insurer, as much as 50 percent.

In 1929, Gerling contracted an incurable disease of the kidneys. The following year, as he began to think about who would succeed him as head of his insurance empire, he continued to run his business in between time-consuming medical regimens. After he traveled to Berlin to oversee his succession by his sons with the Reichsaufsichtsamt, Gerling died in January 1935, at age 56.

Key Dates:

1904:: Robert Gerling opens an insurance brokerage in Cologne.
1909:: Rheinische Feuer-Versicherungs-Aktiengesellschaft is founded.
1919:: Regional subsidiaries are established all over Germany.
1922:: Gerling’s enterprise is renamed Gerling-Konzern and starts its own life insurance company.
1935:: The company founder dies and non-family member Walter Forstreuter becomes CEO.
1945:: Robert Gerling’s son Hans is granted an insurer’s license.
1954:: An international reinsurance holding company and a new credit insurance division are established.
1974:: Hans Gerling gives up control in his company to compensate for financial liabilities.
1986:: German industrial magnate Friedrich Karl Flick sells the company back to Hans Gerling.
1992:: Rolf Gerling becomes chairman of the supervisory board after his father’s death.
1992:: Deutsche Bank acquires a 30 percent share in Gerling.
1998:: Gerling takes over American reinsurer Constitution Re.
2001:: The company’s credit insurance subsidiary merges with Dutch credit insurer NCM.
2002:: Gerling is put up for sale after the founder’s grandson agrees to give up his majority share in the company.

Leadership Change Before World War II

When the company founder died, his three sons were too young to take over responsible management positions. He had appointed his oldest son—also named Robert Gerling, Jr.—who at that time was 21 years old, to inherit his shareholdings in Gerling-Konzern. His second oldest son, Hans, was 19 years old and studied business administration. Gerling’s youngest son, Walter, was 16 years old at the time. For the time being, one of the company’s executive directors, Walter Forstreuter, took over the leading position and steered Gerling-Konzern through the rough waters of the Nazi era that ended with World War II. Neither the Gerling family nor Forstreuter were members of Hitler’s party NSDAP. The Gerling companies did not closely cooperate with the Nazis but did not oppose to doing business with them either. In 1937, after he had finished his studies, Hans Gerling joined the family business. For two years he learned the trade from scratch in one of Gerling’s branch offices. For five years, Hans Gerling left the corporate realm when he was drafted into the German army. In 1939, his older brother Robert left the country for the United States and, in 1940, gave up his mandate as an executive director.

Only four weeks after the war had ended in May 1945, the American military government granted Hans Gerling an insurer’s license. Four years later, he became the new CEO of Gerling-Konzern, while his younger brother Walter worked in management of some of the group’s operations up until the 1960s. Gerling greatly participated in the country’s postwar reconstruction boom as the German economy recovered and industrial enterprises rebuilt their production facilities, which needed insurance coverage. By 1953, the Gerling-Konzern had branch offices and subsidiaries in more than two dozen big cities and over 3,500 employees.

During the 1950s, Hans Gerling opened up the chapter of the company’s international expansion. In 1954, he established Gerling-Konzern Globale Róckversicherungs-AG, an international reinsurance holding company. Following its industrial customers abroad, Gerling Globale became the first German insurance company to expand overseas. In 1957, branch offices opened in Toronto, Canada, and Johannesburg, South Africa, followed by an office in Stockholm, Sweden, two years later. During the 1960s, new Gerling subsidiaries were established in Paris, London, New York, Milan, and Bombay. In the early 1980s, Gerling gained a foothold in Australia and later in the decade the company conquered Japan through a cooperation agreement with Sumitomo, the country’s largest insurer. From a new office in Kuala Lumpur, Gerling served its Southeast Asian customers in surrounding countries such as Malaysia, Singapore, Thailand, Indonesia, and the Philippines.

Also in the 1950s, Hans Gerling established a new credit insurance division, Gerling Speziale Kreditversicherung AG, which expanded abroad in the following decades. The company’s international network enabled Gerling to offer insurance coverage across borders since the mid-1950s.

New Focus and Loss of Independence in the 1970s

In the 1970s, risk prevention became a new focus of industrial insurance. Gerling’s new research institute, the Institut fór technische Schadenforschung, founded in 1969, assessed damage-causing events in industrial settings. At the end of the decade, the Gerling Institute for Risk Management and Risk Consulting started advising industrial clients on how to improve the security of technical facilities. Preventing technical disasters before they occurred were in the interest of both the insured and the insurer. Beginning in 1987, risk consulting and security management were offered through Gerling’s Consulting Group, which assessed environmental risks and developed technical maintenance and crisis management systems as well as recycling schemes.

In 1974, Cologne-based bank I.D. Herstatt, in which Hans Gerling held 80 percent of the share capital, got into a financial crisis when it was discovered that the bank’s chief foreign currency trader had lost about DM700 million in currency speculation, almost ten times the bank’s capital. To generate the money necessary to pay the bank’s creditors, Hans Gerling sold a 51 percent share in Gerling-Konzern to Swiss insurer Zórich Versicherungsgesellschaft and Versicherungs-Holding der Deutschen Industrie (VHDI), a group of German industrialists that were also Gerling clients, seeking influence over their insurer’s business policies. Gerling also gave up his executive management positions and became a member of Gerling-Konzern’s advisory board. In 1976, the new owners reorganized Gerling-Konzern under the roof of Gerling-Konzern Versich-erungs-Beteiligungs-AG, a new holding company. In spring 1978, the insurance group changed hands again. Zurich Versicherungsgesellschaft sold its share to VHDI, while industrial magnate Friedrich-Karl Flick acquired a majority share in VHDI and thereby gained control over Gerling-Konzern. In November of the same year, Flick allowed Gerling to return to his position as the company’s CEO. For the next eight years, Hans Gerling worked relentlessly to regain control over his company. Finally, effective January 1, 1986, he achieved his goal after Friedrich-Karl Flick—exhausted from years of bad press as a result of his involvement in illegal donations to political parties—had sold his 88.83 percent share in VHDI back to Gerling.

When the insurance outsider that outsmarted its competitors and grew strong in the early storms of the twentieth century had became part of the “establishment” and was finally back in the hands of the Gerling family, its fortunes declined during the following decade. Disregarding the two principles that had once put Robert Gerling’s company on the road to success—keeping cost down and carefully selecting the risks taken on—turned into Gerling-Konzern’s stumbling stone.

Losing Momentum in the 1990s

Rolf Gerling, Hans Gerling’s only son, was 36 years old when his father died in August 1991. After Hans Gerling’s death, his close friend Adolf Kracht, an experienced bank manager who had helped Gerling through the financial crisis when the Herstatt bank collapsed, became the company’s new CEO. Rolf Gerling did not have a strong interest in business management but felt an obligation to carry on the family tradition. After he had finished his studies in business administration and psychology at Zurich University, his father introduced him to Gerling-Konzern’s executive management board in 1989. In 1992, Rolf Gerling was appointed chairman of Gerling-Konzern’s supervisory board. He wanted to have a say in Gerling-Konzern’s strategic direction but left the day-to-day business to Kracht. He preferred to work at his Gerling Akademie fór Risikoforschung AG, which he had established in Zurich, Switzerland. There he conducted research and put out publications on ecological risk management and trained Gerling-Konzern’s managers in sustainable business practices and leadership.

Hans Gerling had made Gerling-Konzern a top address among Germany’s insurers and greatly extended the company’s global reach. However, international expansion and regaining control over the family business came with a price tag. The buyback of Flick’s shares was mainly financed through loans. On the other hand, much of the international growth of Gerling-Konzern’s reinsurance division derived from insuring higher risks of small and mid-sized businesses. As a result, Hans Gerling had left Gerling-Konzern on a weak financial basis burdened with high-risk insurance contracts.

In 1992. Deutsche Bank agreed to acquire a 30 percent share in Gerling-Konzern. The estimated DM1.5 billion in cash flow allowed Rolf Gerling to pay his inheritance tax, pay off some loans, and to strengthen the company’s capital base. However, when Deutsche Bank wanted to take over control in summer 1998, Rolf Gerling refused to cooperate. He briefed his managers to adhere to the company’s family tradition. Deutsche Bank in turn wanted to sell its share, but plans to prepare Gerling-Konzern for an IPO were postponed and finally fell through because of the company’s mounting problems.

New CEO Jórgen Zech, a former McKinsey partner who headed Gerling’s non-life insurance division, succeeded Kracht after his retirement in December 1995. He launched a restructuring program in 1998 aimed at cutting costs and streamlining operations. But the reorganization did not yield the result Gerling’s top management hoped for and could not prevent the company from falling behind its competitors. The pressure for low insurance premiums from large industrial clients increased even more during the 1990s. In addition, a growing number of natural and man-made disasters ate up more and more of the reinsurance premiums that contributed to almost half of the company’s revenues. Gerling-Konzern tried to counteract by diversifying its portfolio and launched insurance plans for entrepreneurs and the self-employed. But it lacked the experience and marketing power of its competitors. One of the company’s more promising markets were retirement plans for large German firms with which Gerling-Konzern traditionally maintained close contact. In summer 1998, Gerling acquired American reinsurer Constitution Re for $700 million to strengthen its capital base in the United States. However, the deal was less beneficial than expected. Some of Constitution Re’s old risks turned out to be quite expensive for Gerling.

By 2001, it had become clear that mid-sized Gerling-Konzern lacked the financial power to compete with the handful of global reinsurers dominating the world market. To strengthen its leading position in this market, Gerling’s credit insurance subsidiary merged with Dutch credit insurer NCM in 2001. However, the year ended with a EUR 563 million loss for Gerling-Konzern, mainly due to the terror attacks on September 11 and other high claims in the United States that had to be covered by its reinsurance arm. Deutsche Bank bailed Gerling-Konzern out with two major capital boosts of combined EUR 422 million, which raised the bank’s share in Gerling-Konzern to 34.5 percent. In fall 2001, CEO Zech was replaced by insurance insider Heinrich Focke. In spring 2002, Rolf Gerling agreed to give up his majority share, since he did not have the financial resources necessary to provide the company with the capital needed. Gerling-Konzern was put up for sale and was hoping to find a strategic partner that guaranteed the endurance of the Gerling brand. Almost 100 years after its foundation, Gerling’s fate was up in the air. In the worst case, Germany’s industrialists could be left again with just another quasi-monopoly, Allianz AG, to cover their business risks.

Principal Subsidiaries

Gerling-Konzern Allgemeine Versicherungs-AG (89.99%); Gerling-Konzern Speziale Kreditversicherungs-AG (99.9%); Gerling-Konzern Lebensversicherungs-AG (99.86%); Gerling E & L Lebensversicherungs-AG; Gerling-Konzern Globale Róckversicherungs-AG; Gerling G & A Versicherungs-AG; Gerling Globale Róckversicherung AG (Switzerland); Namur Re S.A. (Luxemburg; 99.97%); Gerling Namur-Assurances du Crédit S.A. (Belgium); étoile Commerciale S.A. (France; 99.58 %); étoile Caution S.A. (France; 97.88%); Gerling Corporate Capital Ltd. (U.K.); Gerling Global Life Reassurance Company (U.K.) Ltd.; Gerling Global GenerL and Reinsurance Company Ltd. (U.K.); Gerling Global Reinsurance Company (Ireland); Gerling Nordic Kredittforsikring AS (Norway); Gerling Global Sweden Reinsurance Company Ltd.; Gerling Polska Towarzystwo Ubezpieczen’ S.A. (Poland); Gerling Polska Towarzystwo Ubezpieczen’ na Zycie S.A. (Poland); Poistovna Gerling Slovensko A.S. (Slovakia); Constitution Insurance Company (U.S.A.); Gerling Slovensko A.S. (Slovakia); Gerling America Insurance Company (U.S.A.); Gerling Global Reinsurance Corporation of America (U.S.A.); Gerling Global Life Reinsurance Company (U.S.A.); Gerling de México Seguros S.A.; Gerling Comesec S.A. (Mexico); Gerling Canada Insurance Company (99.99%); Gerling Global Life Insurance Company (Canada; 99.96%); Gerling Global Reinsurance Company (Canada; 99.98%); Gerling Australia Insurance Company Pty. Ltd.; Gerling Global Life Reinsurance Company of Australia Pty. Ltd.; Gerling Global Reinsurance Company of Australia Pty. Ltd.; Gerling General Insurance of South Africa Ltd.; Gerling Global Reinsurance Company of South Africa Ltd.; Gerling Global Life Reinsurance International Company Ltd. (Barbados); Gerling Global International Reinsurance Company Ltd. (Barbados); Rex Re Insurance Ltd. (Bermudas).