An Initiative Gains Profile

Founding and Development of the Gemeinnütziger Verein ENDO-Klinik by Eckart Dölberg – Initiator Professor Hans Wilhelm Buchholz gathered a circle of sponsors to realize the ENDO-Klinik project.

Together they established the „Verein Rehabiliationszentrum in Schleswig-Holstein e.V.“. The association was registered with office at Grömitz, in the German state of Schleswig-Holstein, at the Amtsgericht (local magistrate court) Neustadt on December 12, 1973.

Immediately after establishing the association, the group looked for a suitable property for realizing the idea to set up a clinic specializing in bone and joint surgery. This vision became reality in two steps: In 1975 Professor Hans Wilhelm Buchholz and property developer Joachim Krech agreed to use an existing building at Holstenstrasse 2, in Hamburg, as a suitable location for the operation of a clinic. Originally this structure had been intended for a “medical specialists" center for Northern Germany. In addition, the association signed a lease with the Free and Hanseatic City of Hamburg for the premises of a former sanatorium located in “Wintermoor in der Heide". As a consequence the association changed its name to “Rehabilitationszentrum in Norddeutschland e.V. and its registered office was relocated to Hamburg.

In 1977 the association reduced the size of its executive board to structure its activities more efficiently. Authority now rested with Prof. Dr. med. Hans Wilhelm Buchholz, Dr. med. Gerhard Bergmann and Eckart Dölberg.

An advisory board was constituted as an additional body that the retiring members of the executive board joined. The members of this advisory board were Karl Behrend (IdunaVersicherungen), Ferdinand Fürst Bismarck, Irma Blohm, (member of the CDU/Christian Democratic Union of Germany - and working in the health deputation of the Free and Hanseatic City of Hamburg), Dr. med. Klaus Buchholz, Erich Diekert (Hamburgische Landesbank), Dr. med. Eckart Engelbrecht, Dr. Heinz Gretz (Hauni-Werke), Hermann Hussmann (member of the SPD/,Social Democratic Party in Germany, also working in the health deputation of Hamburg), Rainer Eberhard Lukkey (Vereins- und Westbank) and Dr. med. Eckbert Zylmann (former President of the Hamburg health authority .
As operator of the clinic, the association was again renamed in 1979 to „Gemeinnütziger Verein ENDO-Klinik e.V."

Two important events marked the year 1982: The association managed to convert its lease for the lot in Wintermoor to a leasehold with a term of 60 years, by concluding a hereditary building right contract ("Erbbauvertrag"). It bought the buildings on the site. The pavilion-style structures dated back to the war, but had since been updated and expanded. This provided a secure setting for long-term investments. The second milestone in 1982 was its purchase of the clinic building including the lot at Holstenstrasse 2, in Hamburg-Altona when the previous owner Iduna Versicherung put it on the market. Here too, the association took this opportunity to create long-term security for the operation of the clinic. It accepted the offer put forward by the insurance company and financed the acquisition by a mortgage loan at very favourable terms.

Dr. med. Arnd Siegel and the clinic’s managing director Trudbert H. Hauschild joined the association’s executive board as new members in the same year.

Fundamental restructuring took place in 1985 to provide improved economic flexibility and efficiency. The association ceased its role as legal body and operator of the clinic and transferred this function to both an affiliated non-profit operating company and a taxable investment company, jointly. The members adopted this radical change at their November 8, 1985 general meeting. They based their resolution on concerns covering business-management, taxation issues and German legal provisions governing hospitals (Krankenhausrecht). The executive board was charged with implementing the decision. Effective January 1, 1986, the association became dedicated exclusively to funding and grant awarding activities.

From then on the newly founded non-profit operating company was in charge of running the clinic. The association was the main shareholder with a capital contribution of 180.000 Deutschmarks (and a 40 per cent voting right). There was a plan to attract institutional investors close to the ENDO-Klinik or supporting it as additional shareholders. At first, four preliminary placeholders were selected – two "in-house" candidates: the medical and the commercial directors of the clinic and two "appointed" individuals, i.e. two members of the association’s executive board. As fiduciaries they each held a capital share of 5,000 Deutschmarks with a 15 per cent voting right. This solution proved so successful that the search for institutional investors was abandoned eventually.

The tangible and financial assets required for the operation of the clinic were transferred to a legally independent investment company, “Verwaltungsgesellschaft Holstenstrasse 2 mbH" (a limited liability administration company under German law). This company became the subsidiary of the clinic’s new non-profit operating company, and thus a second-tier subsidiary of the association. The investment company was fully taxable in Germany.

In 1990 the association’s executive board increased from five to eight members - a measure soon to be reversed.

In 1992, the operating company. underwent yet another restructuring. The association’s general meeting on November 6, 1992 paved the way. Subsequently joining the association as shareholder of "natural choice", were five fiduciary shareholders now elected by the clinic's doctors with billing authority. Two of the elected fiduciaries were non-physicians. The group comprised the Hamburg entrepreneur Ms. Brigitte Feldtmann, surgeons Dr. Rüdiger Röttger, Dr. Friedrich Schönberg and Dr. Arnd Siegel, as well as Christoph Woermann, executive manager of Deutsche Bank AG. At the same time a supervisory board was established whose members were appointed by the shareholders’ meeting. Members of the first supervisory board were Prof. Dr. Hans Wilhelm Buchholz as chairman, banker Dr. Hans Fahning as deputy chairman, the attorneys-at law Eckart Dölberg and Bernd Koch, and the head of the surgery department Klaus Steinbrink.

In 1993 increasing operating efficiency requirements for hospitals led to discussions on the construction of a new building for the ENDO-Klinik. The management tried to find suitable locations and lots. However, constraints set forth in the law governing the structure of the German health care system (Gesundheitstrukturgesetz) and its ever more restrictive amendments progressively narrowed the financial scope for the building project. At the same time, it became apparent that the existing operation of the clinic at two locations - Wintermoor and „Hamburg-Altona - was economically not sustainable for the long term. Hence, the clinic located in Wintermoor was closed as of December 31, 1997. The costs of the severance scheme (social plan) for the clinic's 290 employees came to approximately twelve million Deutschmarks. Ultimately, this destroyed any hope of constructing a new building from own resources.

With a view to future the ENDO-Klinik embarked on a search for a strong financial partner whom they found in „Damp Group". Mr. Wittern as managing director of the clinic and Mr. Siegel as chairman of the supervisory board played a key role in the negotiations with Damp Group. In autumn 1997 the two organizations signed a cooperation agreement. It stated that the rehabilitation clinic „Reha Klinik Damp“ would provide post-operative rehabilitation and further curative care for patients of the ENDO-Klinik. Subsequently three additional agreements were concluded between ENDO and Damp, effective January 1, 1998: a contract of sale of the management company „Verwaltungsgesellschaft“, a lease-back agreement for the premises at Holstenstrasse 2, and a management contract (Geschäftsbesorgungsvertrag) for the non-profit operating company „ENDO- Klinik Gemeinnützige Betriebsgesellschaft“. The latter included a guarantee for an annual surplus with a 30 year term starting from the year 1999.

At the same time Damp-Group undertook to construct a new clinic building provided the economic situation of the clinic allowed this.

With Damp Holding AG assuming corporate governance of the clinic the supervisory board was no longer needed. It was dissolved in the beginning of 2000 following a respective amendment of the association’s bylaws.

During the years 1975 through 2000 the association grew from 22 members to a community of 2,111 individuals actively engaged in supporting the clinic; many of them patients. Successive chairmen of the Gemeinnütziger Verein ENDO-Klinik during this period were:

From its establishment through the end of 1992: Prof. Dr. Hans-Wilhelm Buchholz
From the end of 1992 through February 1996: Dr. Klaus Buchholz
From February 1996 through November 1999: Dr. Eckart Engelbrecht
From November 1999 through December 2003 Dr. Arnd Siegel

The association was able to raise funds in excess of 15 million Deutschmarks within the first 25 years - strong funding support for the clinic! The money came from contributions, gifts and donations, bequests, fines and special fund raisers. Among the many supporters of both the association and the clinic two individuals should expressly be noted: During the challenging start-up phase industrialist Kurt A. Körber made his CPAs/chartered accountants available as consultants at his own expense. Consul Carl W.R. Meentzen of Bremen deserves mention for rendering similar services in the complex decision on acquisition of the clinic building in 1982. Furthermore, he contributed funds to the financing of the publication celebrating the clinic’s 10th anniversary in 1985.

ENDO-Klinik managing director Mr. Wittern introduced annual fund-raisers for the clinic. He had brought along this idea from his previous employer, the „Alsterdorfer Anstalten“ (a nonprofit organization providing services to disabled people in Hamburg). Members and potential donors are addressed personally to win their support for specific projects. Initially these projects, supported acquisitions for ENDO-Klinik that could neither be covered by the prevailing "Pflegesatz" (hospital accommodation and nursing charges covered by statutory health insurance) nor by the "Fallpauschale" (case-based lump sum compensation). During the period 1994 through 1999 six fund raising campaigns were conducted with great success: – for the implementation of a bone bank, - for automatically vertically adjustable beds, - for bone replacement materials, for analgetic injection pumps individually adjustable by patients - for scientific research studies concerning arthroplasty prosthesis loosening problems carried out at the Biomechanisches Institut (a biomechanic institute) by Prof. Dr. med. Günther Delling (UKE/University Medical Center Hamburg-Eppendorf), and - for an automatic blood typing unit producing results better and faster than traditional blood typing methods. These fund raisers generated total funds of 4.3 million German marks.

(by Eckart Dölberg, Managing Director ENDO-Klinik Gemeinnützige Betriebsgesellschaft mbH, 2001 for the publication celebrating the 25th anniversary of the ENDO-Klinik)