Executive Management Board
The CEO and, under his direction, the other EMB members are responsible for the Group’s overall business, affairs and day-to-day management. The EMB is also responsible for implementation of strategic decisions and stakeholder management. The CEO reports to the Board regularly and whenever extraordinary circumstances so require. Each member of the EMB is appointed and discharged by the Board of Directors. On 31 December 2016, the EMB comprised ten members under the leadership of, and including, the CEO, Marco Gadola. There were no changes to the EMB throughout 2016. On 1 January 2017, Straumann reorganized its subsidiaries in Central and Western Europe into a single European region, led by Jens Dexheimer, and the other markets into the ‘Distributor & Emerging Markets EMEA’ region, led by Wolfgang Becker and including Africa, Central Asia, Eastern Europe, the Middle East and Russia.
OTHER ACTIVITIES AND VESTED INTEREST
Marco Gadola is Vice President of the Board of Directors of Calida Holding AG, Switzerland, and heads its Audit Committee. He is also a member of the Board of Directors of MCH Group, Switzerland, and heads its Audit Committee. In addition, he is a panel member of the Swiss-American Chamber of Commerce. Marco Gadola was also a member of the Board of Directors and Board of trustees of the independent academic network International Team for Implantology (ITI) until early 2016, when he was succeeded by Frank Hemm. Under a collaboration agreement, Straumann supports the ITI with payments (see Note 28 of the Audited Consolidated Financial Statements on p. F 54). Alexander Ochsner is an advisor of the Essence & DM Dental Industry Investment Partnership, a privateequity fund addressing the dental sector in China. Other than these, no member of the EMB:
- Performed any activities in governing or supervisory bodies of significant foreign or domestic organizations, institutions or foundations under private or public law
- Held any permanent management or consultancy function for significant domestic or foreign interest groups
- Held any official function or political post.
PERMITTED MANDATES OUTSIDE STRAUMANN (PURSUENT TO ART. 12 OAEC)
As approved by the AGM in 2016, the maximum number of mandates in listed companies exercised by individual EMB members was increased from one to two, reflecting the practice in more than 50% of SPI companies, according to a study published in 2015 by Ethos, the Swiss Foundation for Sustainable Development. Art. 4.4 of Straumann’s Articles of Association thus states that no member of the EMB may perform more than five mandates (i.e. mandates in the highest level governing body of a legal entity required to be registered in the Commercial Register or in a corresponding foreign register) in commercial enterprises, of which no more than two may be in a listed company. The following are exempt from the foregoing restrictions:
- Mandates in enterprises that control the Company or are controlled by the same
- Mandates in enterprises that are performed at the instruction of the Company
- Mandates in associations, organizations, and legal entities with a public or charitable purpose, and in foundations, trusts, and employee pension funds. No member of the Executive Management may perform more than three such mandates. Mandates in several legal entities under common control or under the same economic authority shall be deemed as one mandate.
The Board of Directors and the EMB have not delegated any managerial powers to persons or companies outside the Group.
INTERNAL MANAGEMENT DEVELOPMENT
Straumann continued the Strategic Management Development System (SMD) program initiated in 2008 to develop and deploy key talent internally, in order to build a strong succession pipeline. The goal is to fill at least 50% of business-critical and key management positions with internal candidates. The scope was broadened to include Strategic Management and their direct reports as well as other business-critical roles e.g. salesforce, and the target was achieved again in 2016.