Board of Directors

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Operating Principles of the Board of Directors

The Board of Directors meets at least four times a year and as often as business requires. In 2009, the Board of Directors held five meetings. The members of the Executive Management Board participate in Board meetings in an advisory capacity. The Board of Directors consults external experts where necessary when discussing specific topics. The Board of Directors is responsible for the strategic management of the Company, the supervision of the Executive Management Board and financial control. The Board of Directors reviews the Company’s objectives and identifies opportunities and risks. In addition, it decides on the appointment and/or dismissal of the members of the Executive Management Board. The Board of Directors is a quorum if a majority of its members is present. Valid resolutions require a majority of the votes cast. In the event of a draw, the Chairman of the Board holds the casting vote.

Committees of the Board of Directors

The Board of Directors has the following three permanent committees: the Finance and Audit Committee, the Human Resources Committee and the Strategy Committee. The Board relies on the recommendations of these Committees to facilitate the efficient and effective organization of its work. Each Committee comprises three non-executive Board Members. In 2009, the Audit Committee met three times, the Human Resources Committee twice and the Strategy Committee twice.

AUDIT COMMITTEE

Members: Roland Hess, Dr Sebastian Burckhardt, Dr Beat Lüthi This Committee’s main tasks include: Examination of the effectiveness of the external auditors and the internal controls Review of the instructions for management in terms of financial risks and compliance therewith Discussion of the financial statements with the CFO and the Head of the external auditors Review of the services provided by the auditors, their remuneration, and their independence Review of the risk management procedures.

HUMAN RESOURCES COMMITTEE

Members: Gilbert Achermann (Chair), Stefan Meister, Ulrich Looser. This Committee’s main tasks include: Recommendation of the compensation to be paid to members of the Board and Executive Management Board Development of the principles for the market and performance driven compensation of all employees Proposal to the Board regarding the stock option plans and the principles governing grants made under them Drawing up of the employment contracts for the members of the Executive Management Board Decision on the recruitment of EMB members.

STRATEGY COMMITTEE
Members: Ulrich Looser, Dr h.c. Thomas Straumann, Dominik Ellenrieder, Roland Hess. The main tasks of this Committee include: Observation and evaluation of the market situation Review of Straumann’s product portfolio and the positions of the Group’s most important competitors Mergers & Aquisitions, and alliances Identifying key projects and assessing their planning and implementation.

Assignment of responsibilities to the Executive Management Board

The Board of Directors has delegated responsibility for the management of the Company to the CEO, Beat Spalinger, and the Executive Management Board (EMB). The CEO is responsible for the overall management of the Straumann Group. The CFO is responsible for Finance and Operations, including the IT department and worldwide production. The Head of Products is responsible for the performance of the four Business Units (Surgical, Prosthetics, Regenerative and etkon), as well as for Research & Development. The Head of Sales is responsible for global sales and marketing.

The Board of Directors has not delegated any management tasks to companies outside of the Company.