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.
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: Roland Hess (Chair), Dr Sebastian Burckhardt, Dominik Ellenrieder.
The Audit Committee (AC) has the following duties:
Members: Stefan Meister (Chair), Ulrich Looser, Dr Beat Lüthi.
This Committee’s main tasks were to:
Members: Ulrich Looser (Chair), Dominik Ellenrieder, Roland Hess, Beat Lüthi.
The main tasks of the Committee were to:
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.
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.