Feb. 14, 2008

stephan fanderl: an investigation

of character and reputation

This report was created at the request of Wal-Mart International Asset Protection to investigate the personal character and reputation of Stephan Fanderl. Special attention was paid to information that would shed light on Fanderl's commitment to honesty, integrity and ethical behavior in his personal and professional dealings.

Stratfor searches have uncovered no information that indicates Fanderl has a history of corrupt activities or other unethical behavior. According to several sources, while Fanderl is not disliked as a person, his personality is abrasive, his business style is brash and he is disliked by business acquaintances and former coworkers for these reasons.

Stephan Fanderl was born in Ingolstadt, West Germany, in September 1963. Little is known about his early childhood, though open-source reporting indicates that his family was involved in the grocery business from the time he was young, most closely associated with the German retail chain Edeka. He is married to Martina Fanderl (nee Sedlaczek), and the couple has two young children. Unconfirmed reports indicate that the two met in the later years of Fanderl's studies for his master's degree at the University of Cologne in the early 1990s, though she was not initially interested in dating him.

Open-source information indicates that Fanderl graduated from the University of Cologne with the equivalent of a master's degree in business administration in 1991. A fellow student notes that Fanderl mostly kept to himself and appeared to be very studious, focusing on his studies rather than on any outside pursuits.

After graduating, Fanderl accepted a position as a consultant at Kienbaum Consultants International GmbH. A later interview with Fanderl published in a business journal notes that Fanderl would have preferred to take a higher-paying job in a different industry, but the firm offered to pay for him to earn a Ph.D. at the University of Cologne while also allowing him sufficient time away from his work to complete his studies. Some reports note that he considered a position at the headquarters of Audi in his hometown of Ingolstadt but decided that the position did not allow for enough upward mobility. During his time with Kienbaum Consultants, Fanderl managed the firm's account with Deutsche Telecom. He was promoted several times while working for the firm, eventually serving as a project manager. Stratfor has learned of no accusations of improper or corrupt behavior while Fanderl worked for Kienbaum Consultants.

In 1996, Fanderl completed his Ph.D at the University of Cologne and began looking for new employment opportunities, eventually taking a position with German retailer Metro AG as part of the international expansion team in order to broaden his knowledge about the retail industry. He spent only one year working with the firm in Germany before transferring to become part of the company's expanding retail operations in Poland, known as Real Poland, where Fanderl remained until 2001.

In 2001, Ernst-Dieter Berninghaus, an executive with German retail magnate Rewe Group, recruited Fanderl to leave Metro AG and become a high-level manager for the company's operations in Eastern Europe. Fanderl and Berninghaus first met in the early 1990s while studying together at the University of Cologne and had remained friends since that time, also working together for a time at Metro AG's facilities in Germany. Fanderl accepted the offer and left Metro AG to begin overseeing the Rewe Group's operations in at least four Eastern European countries.

Stratfor did not locate any allegations of unethical or dishonest behavior associated with Fanderl's time in Poland or elsewhere in Eastern Europe. However, one business contact Stratfor spoke with noted that all of Eastern Europe was undergoing a significant transition during the late 1990s and early 2000s as the countries there moved from command-based economies to more market-based economies. This transition, compounded by legal and administrative changes, caused the judicial and financial framework for businesses in each country to be virtually unknown from day to day. Without clear legal guidelines and with a very loose and ever-changing regulatory environment, each company attempted to make the best deals possible with whatever resources were available. The retail industry in particular grew by leaps and bounds as the economy expanded. However, the business accomplishments made by Metro AG during this period were not extraordinary compared with those of other retailers during the same time frame.

In early 2004, Fanderl accepted a position on the Rewe Group's board of directors, under his friend and then-CEO Berninghaus. Soon after Fanderl's appointment to the board, Berninghaus became embroiled in a scandal involving the acquisition of the Internet service provider Nexis. Berninghaus eventually admitted to negotiating a poor deal for the acquisition, paying millions more than the Internet company was worth in exchange for receiving a lucrative payoff from the owners after the purchase was complete. There is no indication that Fanderl was aware of or participated in Berninghaus' illegal activities. Unlike many Rewe Group executives during this period, Fanderl was not asked to leave the company and instead retained his position on the company's board, continuing to move up in the company's ranks in the following years. One insider notes that Fanderl kept his position by "laying low" and remaining loyal to executives with longer service records.

According to one upper-level Rewe Group employee Stratfor spoke with, colleagues did not dislike Fanderl, though in later years he was not considered to be "part of the team" of Rewe employees and did not appear to mesh with the corporate culture, which was somewhat resistant to change. While initially trusted by many in executive leadership positions, Fanderl was responsible for bringing in several upper-level managers who appeared very qualified yet eventually turned out to be problematic, creating a great deal of tension among the group. It was said that Fanderl was very driven by his ideas about the way business should be conducted and how the company should grow. While his ideas were considered valid and interesting, they were not often implemented because they contradicted with some parts of the larger business strategy. His work performance always was considered good, though he had regular disagreements with many members of the board of directors about the best direction for the company -- most notably taking on CEO Achim Egner on a regular basis. While he was considered a valuable employee, these disagreements often left Fanderl isolated from most other members of the board.

In April 2006, rumors began circulating that Fanderl had accepted an offer from rival German retailer Edeka to become the company's director of procurement and marketing. There are direct accusations that Fanderl solicited an offer from Edeka in order to increase the pressure on Rewe Group to give him more responsibility within the company. One source Stratfor spoke with said there was speculation that Fanderl himself leaked the information about the Edeka offer to industry publications in order to inform the Rewe Group executives that he was serious about his threats to leave the company. Soon after, the board offered Fanderl additional responsibilities and authority in his position in order to heal the rift. However, insiders note that Egner was furious with the way Fanderl handled the situation and never trusted him again. This event is thought to be the beginning of a number of larger problems between Fanderl and the board of directors that led to his eventual resignation from the company in May 2007.

One source notes that Fanderl eventually departed Rewe Group because of serious rifts that arose between him and other members of the board of directors between late 2005 and his departure in 2007. These rifts largely were due to questions about the means the company should use to expand its international retail and logistics operations. According to an individual familiar with the matter, Fanderl attempted to convince members of the board and other managers that the company's proposed growth strategy would not bring about the desired results and would instead prove counterproductive to the company's long-term goals. Fanderl was especially concerned about proposed merger and acquisition agreements that were being considered at the time and said that the target companies would be a financial drain on Rewe Group because of their weak financial performances and poor market reputations.

Stratfor did not locate any information or accusations that Fanderl acted in a dishonest or unethical manner while working for the Rewe Group. We also were unable to determine his whereabouts or activities in the time since he departed the Rewe Group in May 2007.

© 2008 Strategic Forecasting, Inc.1