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 re- quires. In 2014, the Board held six meetings and one telephone conference.

Members of the EMB generally participate in Board meetings. Dr Andreas Meier, General Counsel of the Group, acts as a 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 EMB and the 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 EMB. The Board of Directors also provides a mentoring service to the Executive Management. This aims to provide executives with an  experienced sparring partner/coach and a sounding board for testing ideas and seeking qualified independent opinions.

The Board of Directors has the following specific tasks and duties:
  • To approve the Group’s vision, mission, values and strategy.
  • To determine the principal organization and processes of the Group.
  • To approve the strategic plan, the financial medium-term plan and the annual budget of the Group.
  • To approve the semi-annual financial statements.
  • To approve the annual report, the compensation report and the annual financial statements and submit these to the annual general meeting.

Committees of the Board of Directors

The Board of Directors has an Audit Committee and a Compensation Committee, each consisting of not fewer than three Board members with relevant background and experience. The Strategy Committee was dissolved in April 2014 and its duties were transferred either to the Audit Committee or to the full Board.

As of 2014, the members of the Compensation Committee are elected by the General Meeting for a term of one year. In the event of a vacancy in the Compensation Committee, the Board of Directors appoints the replacement from among its own members for the remaining term of office. The members of the Audit Committee are appointed by the Board of Directors. Both Committees constitute themselves and appoint their chairman from among their members.

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

Members of the Board of Directors

All seven 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, Ulrich Looser.

The Committee’s main tasks are to:
  • Assess the management of financial and other risks and the compliance with risk-related procedures and other relevant standards.
  • Oversee the performance of the external auditors, assess the fees paid, and assure their independence.
  • Oversee the activities of the internal audit function.
  • Review and discuss the financial statements with the CFO and with the external auditors and approve the quarterly statements for the first and third quarter of each financial year.
  • Review and assess processes and assumptions used for the financial planning and forecasts cycles.
  • Review the funding, investing and management of liquid assets and propose profit distribution to the Board of Directors.

 

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

This Committee’s main tasks are to:
  • Prepare the compensation report and submit it to the Board of Directors for approval and submission to the annual general meeting.
  • Review the compensation principles for any compensation paid to the Board of Directors, the CEO and the EMB and submit them to the Board of Directors for approval.
  • Prepare proposals concerning the compensation of the Board of Directors, the CEO and the EMB and submit them to the Board of Directors for approval and submission to the annual general meeting.
  • Establish the targets and target amounts of the short- and long-term performance-based compensation components and determine the amount payable under the scheme.
  • Discuss the CEO’s proposals for appointments to the EMB with the CEO and submit them to the Board of Directors for approval.
  • Assess candidates for the CEO role and submit a proposal to the Board of Directors for approval.
  • Prepare agreements concerning payments to a new CEO or EMB member according to Article 4.3 Articles of Association and submit them to the Board of Directors for approval.
  • Review the composition of the Board of Directors and make proposals in view of a regular ongoing renewal of the Board of Directors, taking into consideration the representation of major shareholders, balanced skills, experience and diversity.

 

 

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.