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Board of Directors
The Board of Directors of Straumann Holding AG comprised eight non-executive members. No Director has been a member of the company’s Executive Management during the past three years.
Straumann Board of Directors - memberships in other boards
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 | ● | ● | ● | ● | ● | ● | ● | ||||||
| Juan-José Gonzalez | ● | ● | ● | ● | ● | ● | |||||||
| Ulrich Looser | ● | ● | ● | ● | ● | ● | ● | ● | |||||
| Beat Lüthi | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | |||
| Reula Wallimann | ● | ● | ● | ● | ● | ● | ● | ● |
Time (days) spent by Directors at Board/Committee meetings and on company related matters
| 2019 Meetings | Board 1 | Audit Committee |
Human Ressources & Compensation Committee |
Technology & Innovation Committee | Other | TOTAL DAYS 2019 |
|---|---|---|---|---|---|---|
| G. Achermann | 9 | 5 | 5 | 2 | 89 | 108 |
| T. Straumann | 5 | - | 4 | 1 | 20 | 30 |
| M. Bourquin | 9 | 3 | 5 | - | 12 | 29 |
| S. Burckhardt | 9 | 5 | - | - | 10 | 24 |
| J.J. Gonzalez | 5 | - | - | 2 | 7 | 14 |
| U. Looser | 9 | - | 5 | - | 11 | 25 |
| B. Lüthi | 9 | 2 | - | 2 | 10 | 23 |
| R. Wallimann | 9 | 5 | - | - | 15 | 29 |
1 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 2018.
Unless stated in their CVs or in the above table ‘Material Memberships’, 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 2019, the full Board held 6 meetings and 3 telephone conferences. The Audit & Risk Committee and the Human Resources & Compensation Committee met 5 times each and the Technology & Innovation Committee met twice. (see table on p. 98). 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.
The Board conducts an annual 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, 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.
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 /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, Human Resources & Compensation Committee, and a Technology & Innovation Committee (newly formed in 2019), 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 of the Audit & Risk Committee and the Technology & Innovation Committee are appointed by the Board of Directors. Each committee constitutes itself and appoints its chairperson from among its members.
The Board of Directors may establish further committees or appoint individual members for specific tasks.
Audit Committee
Members: Regula Wallimann (Chair), Monique Bourquin and Dr Sebastian Burckhardt.
The Committee’s main tasks are listed in section 4.5 of the Organizational Regulations.
Human Resources & Compensation Committee
Members: Ulrich Looser (Chair), Monique Bourquin, Dr h.c. Thomas Straumann.
The Committee’s main tasks are listed in the section 4.6 of the Organizational Regulations.
Technology & Innovation Committee
Members: Dr Beat Lüthi (Chair), Juan-José Gonzalez, Dr h.c. Thomas Straumann.
This Committee was formed after the AGM in April 2019. Its main tasks will be listed in the Organizational Regulations in due course.
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.
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.