Board of Directors

Operating Principles of the Board of Directors

The Board of Directors meets for one-day meetings at least four times a year and as often as business requires. In 2013, it held eight meetings, of which one was by teleconference.

Its major activities included: supporting the resizing and reorganization of the Group, evaluating and supporting transformational opportunities in the area of digital dentistry and the value implant segment, ensuring that Straumann has the right organization ,the right compensation system and the right people to add value for the shareholders, and finally supporting the leadership amid changing industry dynamics and economic uncertainty.

The members of the Executive Management Board participate in Board meetings in general. 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. It 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 also provides a ‘mentoring’ service to the Executive management. The concept is to provide an experienced sparring partner/coach and sounding board for executives to test ideas and seek qualified independent opinions.

Committees of the Board of Directors

The Board of Directors has Committees consisting of not fewer than three Board members with relevant background and experience. The majority of each Committee’s members are non-executive. 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 ‘Investors’.

In 2013, the Board of Directors had three committees: the Audit Committee, the Nomination and Compensation Committee (formerly Human Resources Committee) and the Strategy Committee, which met six, three and four times respectively.

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

Members of the Board of Directors

All members of the Board of Directors are elected individually by the Shareholders’ General Meeting for a term of one year, with re-election permitted and not limited.

Members: Roland Hess (Chair), Dr Sebastian Burckhardt, Dominik Ellenrieder.

The Audit Committee (AC) has the following duties:

  • Develop, propose and review principles for financial planning, the dividend policy, accounting and reporting, disclosure and capital market relations
  • Review proposed concepts of financial objectives, such as budget process, 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

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

This Committee’s main tasks were to:

  • Review and approve the principles and programs for compensation, including proposals to the Board regarding share-based remuneration;
  • Ensure that the compensation principles are designed to foster a high performance culture; manage performance through a structured system and 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 share-based compensation and bonus schemes) and periodically evaluate their performances against individual and company goals
  • Recommend the compensation schemes for the Board of Directors 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 human capital market.

Members: Ulrich Looser (Chair), Dominik Ellenrieder, Roland Hess, Beat Lüthi.

The main tasks of the Committee were 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

From the 2014 AGM onwards, matters relating to strategy, innovation and products/services will be discussed by the full Board, obviating the need for a separate committee. The Strategy Committee will therefore cease to convene.

Assignment of responsibilities

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 operations. The CFO is responsible for Finance and Information Technology.

The Heads of the Sales Regions are responsible for the sales and local marketing activities and performance of the various country organizations in their respective regions. The Heads of the Business Units (BUs) have a commercial responsibility for their businesses, including Product Lifecycle Management, Research & Development and Marketing within the respective BU portfolio.

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