Board of Directors

The Board of Directors of Straumann Holding AG comprises eight non-executive members. Except for Marco Gadola and Petra Rumpf, no other Director has been a member of the company’s Executive Management during the past three years.  

Independence of the Board of Directors

The Board strongly believes that its independence is important and in the best interest of all stakeholders. Having Board members with industry experience, who are familiar with stakeholder engagement, is an important ingredient for Straumann Group’s success. Being a predictable operator and a reliable business partner is key.

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The Board thinks it is crucial to maintain an entrepreneurial mindset which fosters a reasonable risk-taking and a high-performance culture.

The Human Resources & Compensation Committee (HRCC) reviews the independence of the Board members annually based on the criteria outlined below. The assessment of the Board member candidates’ independence is an important factor when the Board of Directors prepares its annual composition proposal. The evaluation also takes into account the interests of the founding Straumann family, in their capacity as the company’s largest shareholder, as well as the Maag family as the second largest. These interests must be respected and preserved.

Assessment criteria

The independence of the Board of Directors conforms with Swiss law, the Swiss Code of Best Practice for Corporate Governance as well as the SIX Directive on Information relating to Corporate Governance.

For the Straumann Group Board, a candidate for the Board of Director is considered independent if the candidate:

  • is not, and has not been for the prior three years, employed as an Executive Management Board member in the Group or any of its subsidiaries,
  • is not, and has not been for the prior three years, an employee or affiliated with the elected external auditor,
  • does not maintain a material direct or indirect business relationship with the Group or any of its subsidiaries.

The Board aims for a healthy average tenure by having a mix of long-term and newer Board members and does not impose an arbitrary end to membership after a certain length of service. The age of a Board member or length of tenure are not criteria for independence. Furthermore, significant shareholder status is also not considered a criterion for independence unless such Board member has a direct family relationship or is representing such family. 

The HRCC also considers whether individual Board members would financially depend on the Straumann Group Board compensation or if other commitments would prevent the person from devoting enough time to fulfil their Board mandate. Conflicts of interest, related party transactions and other commitments potentially jeopardizing a member’s independence are additional considerations.

The Board and the HRCC acknowledge that some proxy advisors apply different standards for assessing the independence of Board members, for example regarding tenure and significant shareholding status.

Straumann Board of Directors – Memberships on other boards

Gilbert Achermann

Listed companies Private companies Not-for-Profit Organizations Location Function
Julius Bär Gruppe AG/Bank Julius Bär & Co. AG     CH Board member
Ypsomed AG     CH President
  Unilabs   SE Board member
    International Institute for Management  Development (IMD) CH Supervisory Board member
    Basel Chamber of Commerce CH
Board member
    International Team for Implantology (ITI) CH CH Board member
    Swiss Medtech CH Board member

Beat Lüthi

Listed companies Private companies Not-for-Profit Organizations Location Function
INFICON Holding AG     CH Board member
Skan AG     CH Board member
  APACO AG   CH Chairman
  CTC Analytics AG   CH Board member

Marco Gadola

Listed companies Private companies Not-for-Profit Organizations Location Function
DKSH     CH Chairman
Medartis Holding AG     CH Chairman
  Tally Weijl   CH Board member
  AVAG Anlage und Verwaltungs AG   CH Board member
  WS Audiology Ltd   DK Chairman
  MCH Group   CH Vice Chairman
    Schweizerische Management Gesellschaft CH Advisory Board member
    Swiss American Chamber of Commerce CH Advisory Board member
    Basel Chamber of Commerce CH Board member
    Society of Political Economy and Statistics, Basel CH Chairman

Petra Rumpf

Listed companies Private companies Not-for-Profit Organizations Location Function
V-Zug Holding     CH Board member
Vimian     USA Board member
  LimaCorporate   IT Board member
  SHL-Medical   CH Board member

Thomas Straumann

Listed companies Private companies Not-for-Profit Organizations Location Function
Medartis Holding AG     CH Vice Chairman
  Centervision AG   CH Chairman
  CHI Classics Basel Ltd   CH Board member
  Grand Hotel Les Trois Rois   CH Vice Chairman

Nadia Tarolli Schmidt

Listed companies Private companies Not-for-Profit Organizations Location Function
Basellandschaftliche Kantonalbank (State Bank)     CH Board member
  EGK Group Companies   CH Board member
  Parkresort Rheinfelden Holding AG   CH Board member
  IKEA Pension Fund   CH Supervisory Board member
    Nordic Cultural and Educational Foundation CH Supervisory Board member

Regula Wallimann

Listed companies Private companies Not-for-Profit Organizations Location Function
Adecco Group AG     CH Board member
Helvetia Holding AG     CH Board member
  Swissgrid AG   CH Board member
  Swissport International AG   CH Board member
    University of St. Gallen, Institute of Accounting, Control and Auditing (ACA-HSG) CH Board member

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 International business experience Digitalization, technology Strategy, business transfor-mation HR, compensation Board governance Sustainability
Gilbert Achermann    
Beat Lüthi        
Marco Gadola    
Juan José Gonzalez        
Petra Rumpf      
Thomas Straumann        
Nadia Tarolli Schmidt          
Regula Wallimann      

Board and committee meetings 2021

Meetings Board (incl.  2 Board  resolutions) Audit & Risk Committee2 Human Ressources & Compensation
Technology & Innovation Committee
G. Achermann 8 (81) 5 5 3
T. Straumann 7 (81) - - 3
M. Bourquin (until April 2021) 1 (11) 1 1 -
S. Burckhardt 8 (81) 5 - -
M. Gadola 8 (81) - - 3
J.J. Gonzalez 8 (81) 4 4 1
B. Lüthi 8 (81) - 5 3
R. Wallimann 8 (81) 5 5 -
P. Rumpf (since April 2021) 7 (71)     2

1 Meetings held during individual’s term of office
2 100% attendance of all Committee meetings by all Board members

Other activities and vested interests

Unless stated in their CVs or in the table above, 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.

Working methods and allocation of tasks 

The Board of Directors meets for one-day meetings at least five times a year and as often as business requires. In 2021, the full Board held eight meetings including two Board resolutions. The Audit and Risk Committee held five meetings, the Human Resources and Compensation Committee met five times and the Technology and Innovation Committee met three times. The CEO and CFO generally participate in Board meetings and are occasionally supported by other members of the Executive Management Board (EMB). Dr Andreas Meier, Chief Legal Officer of the Group, is responsible for the minutes. The Board of Directors consults external experts on specific topics where necessary.

Each Board of Directors meeting that took place in 2021 lasted seven hours on average. Each Board committee meeting that took place in 2021 lasted three hours on average. These figures indicate the actual length of meetings and do not include the Directors’ extensive pre-meeting preparations and post-meeting follow-up activities. The participation rate for meetings of the Board of Directors in 2021 was 98%. For Committee Meetings in 2021 it was 100%.

The Board of Directors usually also participates in workshops, conferences and trade shows, co-travel and site visits to have first-hand insights into the business and interact or meet with customers. However, in 2021 such activities were limited due to COVID-19. The Chairman of the Board regularly represents the Straumann Group as a speaker at conferences for customers and the financial community.
The Board conducts an annual self-evaluation as well as an evaluation of the performance of the EMB. It also provides mentoring to the EMB, with the aim of providing executives with an experienced sparring partner, coach and sounding board for testing ideas and seeking qualified independent opinions.

The Board of Directors has a quorum if a majority of its members is present. This does not apply to resolutions that require public notarization. Valid resolutions require a majority of the votes cast. In the event of a tie, the Chairman of the meeting has the decisive vote. The Board is responsible for the overall strategic direction of the Group and its management, the supervision of the EMB and financial control. It reviews the company’s objectives and identifies opportunities and risks. In addition, it appoints and dismisses the CEO and members of the EMB. The tasks and duties of the Board, as well as those of the Chairperson and Vice Chairperson, are listed in sections 4.2 and 4.3 of the Organizational Regulations.

Committees of the Board of Directors

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

The members of the Human Resources & Compensation Committee are elected by the General Meeting for a term of one year. In the event of a vacancy in the Human Resources & Compensation Committee, the Board of Directors appoints the replacement from among its own members for the remaining term of office. The members and the chairpersons of both the Audit & Risk Committee and the Technology & Innovation Committee are appointed by the Board of Directors. The Human Resources & Compensation Committee constitutes itself.

The tasks of each of these committees are listed in their respective charters, which are attached to the Organizational Regulations. The Board of Directors may establish further committees or appoint individual members for specific tasks.

In addition to the above committees, the Board has established an Environmental, Social Corporate Governance (ESG) Task Force under the leadership of Petra Rumpf with members of the Board of Directors and Executive Management Board, as well as employees (see p. 40 of the Annual Report 2021 for details). The Sustainability Accelerator Taskforce will continue to be in place for 2022. 

Additionally, the Audit and Risk Committee and the Human Resources and Compensation Committee (with focus on Social) will oversee ESG topics going forward.

Audit & Risk Committee
Members: Regula Wallimann (Chair), Nadia Tarolli Schmidt, Juan José Gonzalez

Human Resources & Compensation Committee
Members: Dr Beat Lüthi (Chair), Juan José Gonzalez, Nadia Tarolli Schmidt, Regula Wallimann

Technology & Innovation Committee
Members: Marco Gadola (Chair), Petra Rumpf, Dr h.c. Thomas Straumann

Environmental, Social, Corporate Governance (ESG) Task Force
Members: Petra Rumpf (Chair), Gilbert Achermann, Regula Wallimann

Assignment of responsibilities to the Executive Management Board

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 EMB. For their specific responsibilities, see the operational structure and section 5 of the Organizational Regulations. The Board may revoke delegated duties at any time.

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