Board of Directors

The Board of Directors of Straumann Holding AG comprised seven non-executive members. No Director has been a member of the company’s Executive Management during the past three years. The Directors are all Swiss citizens.

Straumann Board of Director - Material Memberships in other Boards

Gilbert Achermann

Commercial enterprise Charity/other Location Function
IMD – International Institute for Management Development   CH Executive-in-Residence (2016 – 2017)
Julius Bär Gruppe AG/Bank Julius Bär & Co. AG1   CH Board member
Switzerland Innovation Park Basel Area AG   CH Chairman
  Handelskammer beider Basel CH Board member
  International Team for Implantology (ITI) CH Board member

1 Publicly listed companies.

Thomas Straumann

Commercial enterprise Charity/other Location Function
Centervision AG   CH Chairman
CSI-BHE AG   CH Chairman
Grand Hotel Les Trois Rois   CH Board member
Medartis Holding AG & Medartis group companies   CH Chairman
  FDR Foundation for Dental Research and Education CH Board member

Monique Bourquin

Commercial enterprise Charity/other Location Function
Emmi AG1   CH Board member
Kambly Holding AG/Kambly SA Spécialités de biscuits suisses   CH Board member
  Promarca Schweizerischer Markenartikelverband (Swiss branded goods association) CH President of the Board
  GfM Schweizerische Gesellschaft für Marketing (Swiss marketing association) CH Board member

1 Publicly listed companies.

Sebastian Burckhardt

Commercial enterprise Charity/other Location Function
Amsler Tex AG   CH Chairman
Applied Chemicals International AG & ACI Group companies   CH Chairman
Dolder AG   CH Chairman
Le Grand Bellevue SA   CH Board member
Grether AG   CH Board member
Immobiliengesellschaft zum Rheinfels AG   CH Board member
persona service AG & persona service GmbH Schweiz   CH Board member
Qgel SA   CH Board member
  Fondation Bénina CH Board member
  Gehörlosen- und Sprachheilschule Riehen/GSR Wieland Stiftung/Stiftung Autismuszentrum CH Board member
  Misrock-Stiftung CH Board member

Ulrich Looser

Commercial enterprise Charity/other Location Function
Bachofen Holding AG   CH Chairman
BLR & Partners AG & BLR group companies   CH Chairman
Econis AG (until May)   CH Chairman
Kardex AG1   CH Board member
LEM Holding SA1   CH Board member
Spross Entsorgungs Holding AG   CH Board member
  Economiesuisse CH Board member
  Schweizerische Studienstiftung CH Board member
  Swiss-American Chamber of Commerce: ‘Doing Business in the US’ CH Board member
  Swiss National Fund CH Board member
  University Hospital Balgrist, Zürich CH Board member
  University of Zürich CH Board member

1 Publicly listed companies.

Beat Lüthi

Commercial enterprise Charity/other Location Function
APACO AG   CH Chairman
CTC Analytics AG   CH CEO & Board member
INFICON Holding AG1   CH Chairman
Orell Füssli Holding AG   CH Board member

1 Publicly listed companies.

Regula Wallimann

Commercial enterprise Charity/other Location Function
Swissgrid AG   CH Board member
  University of St. Gallen, Institute of Accounting, Control and Auditing (ACA-HSG) CH Supervisory Board member
  WomenCorporateDirectors Swiss Chapter CH Co-Chairwoman

Board of Director - Competence Matrix

  Executive experience Finance, audit, risk management Compliance, regulatory, legal Capital Markets, M&A Core industry experience (dental) Transferable expertise in related industries Functional experience International business experience Digitalization, technology Strategy, business transformation HR, compensation Board governance Sustainability
Gilbert Achermann    
Thomas Straumann      
Monique Bourquin          
Sebastian Burckhardt            
Ulrich Looser          
Beat Lüthi      
Reula Wallimann          

Time (days) spent by Directors at Board/Committee meetings and on company related matters

2017 Meetings Board 3 Audit
Committee
Compensation
Committee
Others TOTAL DAYS 2017
G. Achermann 8 4 5 100 117
T. Straumann 7   3 36 46
M. Bourquin 1 5   3 21 29
S. Burckhardt 8 5   12 25
R. Hess2 2 1   2 5
U. Looser 8   5 12 25
B. Lüthi 8 5   10 23
R. Wallimann 1 6 4   21 31

1 As of AGM April 2017.
2 Until AGM April 2017.
3 Incl. one telephone conference.

Other Activities and Vested Interests

None of the Directors had any significant business connections with Straumann Holding AG or any of its subsidiaries in 2017.

Unless stated in their CVs or in the table ‘Material Memberships’ (p. XX), none of the Directors:

  • 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 position for significant domestic or foreign interest groups
  • Held any official function or political post.

Permitted Mandates outside Straumann (pursuant to Art. 12 OAEC)

Art. 4.4 of Straumann’s Articles of Association states that no member of the Board of Directors may perform more than 15 additional 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 five may be in listed companies.

The following are exempt from these restrictions:

  • Mandates in enterprises that are controlled by the Group
  • Mandates in enterprises that are performed at the instruction of the Group
  • 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 Board of Directors may perform more than ten such mandates.

Mandates in several legal entities under common control or under the same economic authority are deemed as one mandate.

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 2017, the full Board held seven meetings including one telephone conference, while the Audit Committee and the Compensation Committee each met five times (see the table above for details).

The CEO and CFO generally participate in Board meetings and are occasionally supported by other EMB members. Dr Andreas Meier, General Counsel of the Group, is responsible for the minutes.

The Board of Directors consults external experts on specific topics where necessar.

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 mentoring 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, behaviours and strategy
  • To determine the principal organization and processes of the Group
  • To approve the Group’s strategic plan, financial medium-term plan and annual budget
  • To approve the semi-annual financial statements
  • To approve the Annual Report, the Compensation Report and the Annual Financial Statements and submit them to the AGM
  • To prepare and approve the agenda of the AGM and to implement its resolutions
  • To appoint and dismiss the CEO and the members of the EMB
  • To decide on the proposal of the Compensation Committee regarding the compensation payable to Board members, the CEO and the EMB
  • To supervise the EMB and approve important transactions.

The Board of Directors has a quorum if a majority of members is present. This does not apply to resolutions that require public notarization, which do not require a quorum. Valid resolutions require a majority of the votes cast. In the event of a tie, the Chairman of the meeting has the decisive vote.

Committees of the Board of Directors

The Board of Directors has an Audit Committee and a Compensation Committee, each consisting of no fewer than three Board members with relevant background and experience. 

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.

Audit Committee

Members: Dr Beat Lüthi (Chair), Dr Sebastian Burckhardt and Regula Wallimann.

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 forecast cycles
  • Review the funding, investing and management of liquid assets and propose profit distribution to the Board of Directors.

Compensation Committee

Members: Ulrich Looser (Chair), Monique Bourquin, Dr h.c. Thomas Straumann. 

The Committee’s main tasks are to:

  • Prepare the compensation report and submit it to the Board of Directors for approval and submission to the AGM
  • 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 AGM
  • 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 in the 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 the context of a regular renewal, 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 Group to the Chief Executive Officer (CEO) and the other members of the Executive Management Board (EMB). For details on their specific responsibilities, see the operational structure.

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