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Board of Directors

Operating Principles of the Board of Directors

The Board of Directors meets at least four times a year for one-day meetings and as often as business requires. In 2010, it held four meetings. The members of the Executive Management Board participate in Board meetings in an advisory capacity. Dr Sebastian Burckhardt acts as Secretary to the Board of Directors. 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 members of the Executive Management Board.

The Board of Directors is a quorum if a majority of members is present. V alid resolutions require a majority of the votes cast. In the event of a draw, the Chairman of the Board holds the deciding vote.

Committees of the Board of Directors

The Board of Directors has three permanent committees consisting of not fewer than three board members having relevant background and experience: the Audit Committee, the Human Resources Committee and the Strategy Committee. The majority of each Committee’s members shall be non-executive. Currently the Audit Committee and the Human Resources Committee both comprise three non-executive Board Members and the Strategy Committee comprises four non-executive Board members.

Each Committee informs the Board about its deliberations, makes recommendations, and subsequently monitors the implementation of the Board’s decisions. The Human Resources Committee takes decisions directly in the context of recruiting members of the Executive Management Board. Copies of the charters of the three permanent committees can be found on the company’s website: www.straumann.com under ‘Investor Relations’.

In 2010, the Audit Committee met five times, the Human Resources Committee three and the Strategy Committee three times.

The Board of Directors may establish further committees or appoint individual members for specific tasks.

AUDIT COMMITTEE

Members: Roland Hess (Chair), Dr Sebastian Burckhardt, Dr Beat Lüthi

This Committee’s main tasks are to:

  • Develop, propose and review principles for the financial planning, dividend policy, accounting and reporting, disclosure and capital market relations
  • Review proposed concepts of financial objectives, such as budget process and capital structure and capital expenditure
  • Review the Group’s finance policy
  • Select the external auditors, examine their independence and effectiveness, as well as that of the internal controls and the way in which the two bodies cooperate
  • Review and discuss the financial statements with the CFO and, separately, with the Head of the external auditors without the CEO and the CFO being present
  • Review the auditing services provided by the auditors and their remuneration
  • Review other activities performed by the auditing firm on behalf of the Company, in particular with respect to its independence
  • Review organization, progress and staffing of the internal audit function, review its reports and the management responses
  • Review major issues regarding compliance with applicable laws and regulations, as well as material litigation and legal risks
  • Review the risk management framework.
HUMAN RESOURCES COMMITTEE

Members: Stefan Meister (Chair), Ulrich Looser, Beat Lüthi

This Committee’s main tasks are to:

  • Review and approve the principles and programs for compensation, including proposals to the Board regarding the stock option plans and the principles governing grants made under them
  • Ensure that the compensation principles are designed to: foster a high performance culture; manage performance through a structured system; compete with best-in-class global companies and industry benchmarks as well as with local market practices
  • Consider and recommend employment contracts for the CEO, the members of the Executive Management Board and the Corporate Management Group
  • Review the principles and programs for compensation of the CEO, the Executive Management Board and the Corporate Management Group (in particular stock participation program, options and bonus schemes) and evaluate periodically their performances against individual and company goals
  • Recommend the compensation schemes for the Board and periodically evaluate the performance of the Board and its Committees
  • Periodically monitor and review succession planning including policies and principles for the selection of the members of the Executive Management Board and the Corporate Management Group
  • Establish and review human resources policies to strengthen Straumann’s position in the HR market.
STRATEGY COMMITTEE

Members: Ulrich Looser (Chair), Dr h.c. Thomas Straumann, Dominik Ellenrieder, Roland Hess.

The main tasks of this Committee are to:

  • Review and assess the long-term business development vision and mission of the Company
  • Review and assess the Company’s business franchise portfolio, its geographic portfolio, reach and channel approach, and the general validity of its business model considering competitive dynamics, disruptive technologies and economic trends
  • Review the strategic plan which includes financial and other medium-term targets and is subsequently submitted for approval by the Board
  • Review the merger, acquisition, licensing and other business development strategies of the Company.


Assignment of responsibilities to the Executive Management Board

The Board of Directors has delegated responsibility for the operational management and sustainable development of the Company to the CEO and the Executive Management Board. The CEO is responsible for the overall management of the Straumann Group and its O perations. The CFO is responsible for Finance and Information Technology. The Head of Products is responsible for the performance of the Business Units, the administrative departments needed for the product lifecycle 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 the Group.