Board of Directors
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 2012, it held six meetings.
The members of the Executive Management Board participate in Board meetings in an advisory capacity. Dr Sebastian Burckhardt acts as Secretary to the Board of Directors. The Board of Directors consults external experts where necessary when discussing specific topics.
The Board of Directors is responsible for the strategic management of the company, the supervision of the Executive Management Board and financial control. It reviews the company’s objectives and identifies opportunities and risks. In addition, it decides on theappointment and/or dismissal of members of the Executive Management Board.
Committees of the Board of Directors
The Board of Directors has three permanent committees consisting of not fewer than three Board members with relevant background and experience: the Audit Committee, the Human Resources Committee and the Strategy Committee. The majority of each Committee’s members shall be non-executive. Currently, all comprise three non-executive Board members.
Each Committee informs the Board about its deliberations, makes recommendations, and subsequently monitors the implementation of the Board’s decisions. The Human Resources Committee takes decisions directly in the context of recruiting members of the Executive Management Board.
In 2012, the Audit Committee met four times, the Human Resources Committee twice and the Strategy Committee four times.
The Board of Directors may establish further committees or appoint individual members for specific tasks.
This Committee’s main tasks are to:
- Develop, propose and review principles for the financial planning, dividend policy, accounting and reporting, disclosure and capital market relations
- Review proposed concepts of financial objectives, such as budget process and capital structure and capital expenditure
- Review the Group’s finance policy
- Select the external auditors, examine their independence and effectiveness, as well as that of the internal controls and the way in which the two bodies cooperate
- Review and discuss the financial statements with the CFO and, separately, with the Head of the external auditors without the CEO and the CFO being present
- Review the auditing services provided by the auditors and their remuneration
- Review other activities performed by the auditing firm on behalf of the Company, in particular with respect to its independence
- Review organization, progress and staffing of the internal audit function, review its reports and the management responses
- Review major issues regarding compliance with applicable laws and regulations, as well as material litigation and legal risks
- Review the risk management framework.
This Committee’s main tasks are to:
- Review and approve the principles and programs for compensation, including proposals to the Board regarding share-based remuneration
- Ensure that the compensation principles are designed to foster a high performance culture; manage performance through a structured system and compete with best-in-class global companies and industry benchmarks as well as with local market practices
- Consider and recommend employment contracts for the CEO, the members of the Executive Management Board and the Corporate Management Group
- Review the principles and programs for compensation of the CEO, the Executive Management Board and the Corporate Management Group (in particular share-based compensation and bonus schemes) and evaluate periodically their performances against individual and company goals
- Recommend the compensation schemes for the Board of Directors and periodically evaluate the performance of the Board and its Committees
- Periodically monitor and review succession planning including policies and principles for the selection of the members of the Executive Management Board and the Corporate Management Group
- Establish and review human resources policies to strengthen Straumann’s position in the human capital market.
The main tasks of this Committee are to:
- Review and assess the long-term business development vision and mission of the Company
- Review and assess the Company’s business franchise portfolio, its geographic portfolio, reach and channel approach, and the general validity of its business model considering competitive dynamics, disruptive technologies and economic trends
- Review the strategic plan which includes financial and other medium-term targets and is subsequently submitted for approval by the Board
- Review the merger, acquisition, licensing and other business development strategies of the Company.
Assignment of responsibilities
The Board of Directors has delegated responsibility for the operational management and sustainable development of the Company to the CEO and the Executive Management Board. The CEO is responsible for the overall management of the Straumann Group and its Operations. The CFO is responsible for Finance and Information Technology. The Heads of the Sales Regions are responsible for the sales and local marketing activities and performance of the various country organizations in their respective regions. The Heads of the Business Units (BUs) have a commercial responsibility for their businesses, including Product Lifecycle Management, Research & Development and Marketing within the respective BU portfolio.
The Board of Directors has not delegated any management tasks to companies outside the Group.