The principles and rules of Straumann’s corporate governance are laid down in the Articles of Association, the organizational regulations, the code of conduct, and the charters of the Board Committees. These principles and rules are the basis of our corporate governance disclosures, which comply with the Directive on Information relating to corporate governance published by the SIX Swiss Exchange, where Straumann’s shares have been traded since the company’s initial public offering in 1998.
Straumann Holding AG is a listed stock corporation incorporated under the laws of Switzerland and domiciled as well as registered in Basel. Information about the company’s shares, which are traded on the main segment of the SIX Swiss Exchange under the symbol STMN, is provided on p. 176. Straumann Holding AG is the ultimate parent company of the Straumann Group (referred to collectively as ‘the Group’), which is headquartered in Basel and, as of 31 December 2016, includes 46 wholly owned and two partially-owned subsidiaries (see chart p. 128 f.) as well as 11 companies in which non-controlling interests are held (see table opposite).
In 2016, the operational structure of the Straumann Group comprised the following groups/departments and sales regions (in alphabetical order):
- Corporate Services, comprising: Corporate Communication, Human Resources, Legal Compliance & Intellectual Property and Strategic Planning & Business Development
- Customer Solutions & Education, comprising: Customer Marketing & Education, Marketing Communications and Product Management
- Finance, comprising: Treasury, Controlling and all other finance-related functions, Corporate IT, Corporate Procurement, Facility Management, Internal Audit and Investor Relations
- Instradent Management
- Research, Development & Operations, comprising: Project Management, Research & Development, Technical Services, Quality Management & Regulatory Affairs, Production, Corporate Logistics
- Sales Central Europe and Worldwide Distributor Management (excluding APAC and LATAM)
- Sales Western Europe
- Sales North America,
- Sales Latin America and regional Distributor Management, including Neodent’s manufacturing plant in Brazil
- Sales Asia / Pacific and regional Distributor Management. On 1 January 2017, Straumann reorganized all its subsidiaries in Central and Western Europe into a single European region and the other markets into the ‘Distributor & Emerging Markets EMEA’ region, which includes Africa, Central Asia, Eastern Europe, the Middle East and Russia.
Straumann Holding AG is listed in the main segment of the Swiss stock exchange. No other company controlled by Straumann Holding AG is listed on a stock exchange.
|Name||Straumann Holding AG|
|Domicile||Peter Merian-Weg 12, 4052 Basel, Switzerland|
|Listed on||SIX Swiss Exchange|
|Valor number||1228 007|
|ISIN||CH 0012 280 076|
Non-listed Grop companies
The major subsidiaries of Straumann Holding AG are presented on p. 128 f. and in Note 33 to the Financial Statements on p. F 64 f. of the Financial Report.
The Group is managed through its Headquarters at Institut Straumann AG in Basel. As laid down in the organizational regulations, the respective Regional Sales Head, the CFO and the General Counsel usually represent Straumann Holding AG and / or the other holding companies of the Straumann Group on the boards of the subsidiaries.
Straumann’s premium products and services are sold through Institut Straumann AG, various distribution subsidiaries, and third-party distributors (see chart on p. 184 f. for overview of subsidiary and distributor locations). Other brands of the Straumann Group are sold through various distribution subsidiaries and Corporate governance 127 Straumann Group – 2016 Annual Report third-party distributors, mostly managed through the Instradent business platform at Headquarters in Basel.
In certain countries, Straumann has established fullyowned subsidiaries under the name of ‘Manohay’ with the purpose of distributing both premium and value brands from a single point (see pp. 128 f., 182ff., F 64 f. for an overview of subsidiary locations).
On 31 December 2016, Straumann Holding AG directly or indirectly held 100% of the capital and voting rights in all consolidated Group companies with the exception of STM Digital Dentistry, in which Straumann Holding AG holds a controlling stake of 49% (see p. 129). In addition, Straumann Holding AG directly or indirectly held capital rights in the companies listed in the table above.
Participation in other companies
The Group invested further in the value segment and in its common technology platform (p. 25) in 2016, acquiring:
- A 30% stake in Anthogyr SAS of France, a manufacturer of attractively priced implant solutions, offering immediate access to the value segment in China;
- Tangible and intangible assets from botiss in Germany, providing Straumann with exclusive distribution rights for botiss products in Germany and strengthening the existing partnership between the two companies;
- A 30% stake in V2R Biomedical, a small, privatelyowned company in Montreal specializing in prosthetically-driven guided-surgery solutions.
The Group also exercised its conversion right and call option to acquire a controlling stake in the South Korean implant manufacturer MegaGen. The option was obtained in 2014, when Straumann purchased convertible bonds from MegaGen. The conversion is being determined by arbitration under ICC rules.
In November 2016, Straumann announced a joint venture with maxon motor that will develop and produce ceramic implants made by injection moulding. Straumann obtained a 49% non-controlling stake in the joint venture company, maxon dental GmbH in January 2017.
Changes in 2016 and early 2017
Early in 2016, Straumann Brasil Ltda was merged into Neodent, which is now responsible for the promotion and sale of premium and value products in Brazil in addition to the design, development, and manufacture of Neodent dental implants and related prosthetic components.
In the second quarter, STM Digital Dentistry was established in Hong Kong in cooperation with Modern Dental Group. STM Digital Dentistry holds 100% of etkon China, which was established towards the end of 2016 and has not yet begun production.
In the context of the Group’s acquisition of Equinox and our strategy to penetrate the Indian market, Straumann Dental India Private Limited was converted into an LLP and Equinox Implants LLP was founded - both in the third quarter of 2016. In addition, Equinox Dental AG, a holding company, was founded in Switzerland.
The following distribution companies were established in 2016: Manohay Chile SpA, Instradent Canada Ltd, Instradent LLC in Russia and Instradent Europe GmbH in Germany. Straumann Middle East was established as a distribution company in Iran early in 2017.
On 1 January 2017, the Group re-gained full ownership of the distribution company Instradent Deutschland GmbH by purchasing the 49% stake held by Medentika. At the same time, an agreement with the minority shareholders changed Straumann’s 51% stake in Medentika GmbH into a controlling interest. As a result, Straumann has consolidated Medentika fully in its financial statements as of 1 January 2017, although its stake remains unchanged.
Straumann does not have, and has not entered into, any cross-shareholdings with other companies relating to equity or voting rights.
Straumann's participation and representation in other companies
On 31 December 2016, Straumann held the following non-controlling stakes:
|Non-consolidated company||Location||Activities||Capital rights held||Straumann representation|
|Anthogyr SAS||Sallanches (France)||Implant solutions for the value segment in China||30%||1 Board seat|
|Createch Medical SL||Mendaro (Spain)||CADCAM prosthetics for multiple implant systems||30%||1 Board seat|
|Dental Wings Inc||Montreal (Canada)||Dental prosthetics design (software and scanners||55%||2 Board seats|
|Instradent Deutschland GmbH||Hügelsheim (Germany)||Distribution of implant & prosthetic value brands||51%||At general meeting, 100% as of 1 Jan|
|Medentika GmbH||Hügelsheim (Germany)||Implant prosthetics & dental implants||51%||At general meeting, controlling interest as of Jan 2017|
|Open Digital Dentistry AG (in liquidation)||Zug (Switzerland)||Assets and activities transferred to Dental Wings GmbH)||44%||n / a|
|RODO Medical, Inc.||San Jose (USA)||Prosthetics||12%||1 Board seat|
|T-Plus||New Taipei City (Taiwan)||Dental implant systems||49%||1 Board seat|
|V2R Biomedical Inc.||Montreal (Canada)||Prosthetically-driven guided-surgery solutions||30%||1 Board seat|
|Valoc AG||Möhlin (Switzerland)||Prosthetics (implant based denture-attachment systems)||44%||1 Board seat|
|Zinedent Implant Üretim AS||Ankara (Turkey)||Joint venture, supply of dental implants and prosthetics||50%||1 Board seat|