Board of Directors

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

Independence, diversity and competences of Board members

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.

The Human Resources & Compensation Committee (HRCC) reviews the independence of the Board members. The evaluation also takes into account the interests of the anchor shareholders. 

For the Straumann Group, a candidate for the Board of Directors 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.

In that respect, Straumann Group follows the Swiss Code of Best Practice for Corporate Governance as published by economiesuisse. Accordingly, all Board members are independent.

Three out of seven Board members are women. 

Straumann Board of Directors – Memberships on other boards

Petra Rumpf

Listed companies Private companies Not-for-Profit Organizations Location Function
V-Zug Holding     CH Board member
Vimian Group     SE Board member
  SHL-Medical   CH Board member
(Chair Audit Committee) 

Marco Gadola

Listed companies Private companies Not-for-Profit Organizations Location Function
DKSH     CH Chair
Medartis Holding AG     CH Chair
  Bühler Group   CH Board member
  AVAG Anlage und Verwaltungs AG   CH Board member
    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 Chair

Xiaoqun Clever-Steg

Listed companies Private companies Not-for-Profit Organizations Location Function
BHP Group Limited     AU Board member
Amadeus IT Group     ES Chair
Infineon Technologies     DE Supervisory Board member

Olivier Filliol

Listed companies Private companies Not-for-Profit Organizations Location Function
Givaudan S.A     CH Board member

Stefan Meister

Listed companies Private companies Not-for-Profit Organizations Location Function
Boston Pharmaceuticals     CH Board member
Stallergenes-Greer, Schweiz     CH Chair
    Center for leadership and Value in Society, University of St. Gallen CH Advisory Board member
    Schweizer Dialog, University of St. Gallen CH Member

Thomas Straumann

Listed companies Private companies Not-for-Profit Organizations Location Function
Medartis Holding AG     CH Vice Chair
  Centervision AG   CH Chair
  CHI Classics Basel Ltd   CH Chair

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
  Radar Topco S.à.r.l, (including Swissport Group, Opfikon, Switzerland)   LU Board member
    University of St. Gallen, Institute of Accounting, Control and Auditing (ACA-HSG) CH Supervisory 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
Stefan Meister ● ●   ●   ● ● ● ● ● ● ●
Olivier Filliol ● ●   ●   ● ● ● ● ● ● ●
Marco Gadola ● ●   ● ● ● ● ● ● ● ●  
Petra Rumpf ●     ● ● ● ● ● ●   ● ●
Thomas Straumann ●     ● ● ● ●     ● ● ●
Xiaoqun Clever-Steg   ●       ● ● ● ●   ●  
Regula Wallimann ● ● ● ●   ● ●     ● ● ●

Board and committee meetings 2023

Meetings Board (incl. 3 online meetings) Audit & Risk Committee Human Ressources & Compensation
Committee		 Sustainability, Technology & Innovation Committee
G. Achermann, Chair 9 (9) 4 (5) as guest 5 (5) as guest 3 (3) as guest
Dr O. Filliol (since April 2023) 6 (6)     1 (1)
Dr. B. Lüthi, Vice Chair (until April 2023) 3 (3)   2 (2) 2 (2)
M. Gadola 9 (9)   3 (3)  
J.J. Gonzalez 9 (9) 5 (5)
 2 (2)  
P. Rumpf 9 (9)     3 (3)
Dr h.c. T. Straumann  8 (9)     3 (3)
N. Tarolli Schmidt 7 (8) 5 (5) 5 (5)  
R. Wallimann 8 (9) 5 (5) 5 (5)  

Numbers in brackets show meetings held during individual's term of office whereas numbers without brackets show meetings attended.

Permitted mandates outside Straumann Group
(pursuant to art. 626 II CO)

Art. 4.4 of Straumann’s Articles of Association states that no member of the Board may perform more than 15 additional mandates in comparable functions in other companies with economic purpose 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, 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 2023, the full Board held nine meetings including three resolutions taken in online meetings. The Audit & Risk Committee held five meetings, the Human Resources & Compensation Committee met five times and the Sustainability, Technology & 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, acts as secretary of the Board. The Board of Directors consults external experts on specific topics where necessary

Each physical Board of Directors meeting that took place in 2023 lasted eight hours on average, whereas the online meetings lasted approximately one hour, as they were convened for discussing and approving specific agenda items. Each Committee meeting that took place in 2023 lasted three hours on average. These figures indicate the actual length of meetings and do not include the Directors’ extensive pre-meeting preparations and postmeeting follow-up activities. The participation rate for the physical meetings of the Board of Directors and the Committee meetings in 2023 was 100%. The online meetings of the Board of Directors were attended by more than 90%. 

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. 

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 Chairperson 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 Chair, 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 Sustainability, Technology & Innovation Committee, each consisting of no fewer than three Board members with relevant background and experience.

Audit & Risk Committee
Members: Regula Wallimann (Chair), Marco Gadola, Stefan Meister

Human Resources & Compensation Committee
Members: Marco Gadola (Chair), Dr Olivier Filliol, Regula Wallimann

Sustainability, Technology & Innovation Committee
Members: Xiaoqun Clever-Steg (Chair), Dr h.c. Thomas Straumann, Dr Olivier Filliol

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 Chairs of both the Audit & Risk Committee and the Sustainability, Technology & Innovation Committee are appointed by the Board of Directors. The Human Resources & Compensation Committee constitutes itself.

The tasks of each of these committees as well as the indication on the decision powers of such committees and tasks 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 chart on p. 150 of Annual Report 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.

Information and Control Instruments vis-à-vis the executive management

Management Information System

The Group’s Management Information System includes management, business, and financial reporting. The information is presented to the Executive Management Board on a monthly basis, and to the Board of Directors both as a monthly summary and in detail on a quarterly basis.

The Straumann Group operates a state-of-the-art SAP enterprise resource planning system, overseeing more than 90% of all business transactions across its fully consolidated entities. This system seamlessly integrates the Group’s headquarters with crucial subsidiary companies and production sites, recently extending its capabilities to encompass newly established entities in Costa Rica and Spain. A notable stride in this technological journey occurred in 2023 when the US-based subsidiary, Bay Materials, specializing in orthodontic thermoplastics, transitioned to the SAP platform. This move not only exemplified the Group’s commitment to cutting-edge operations but also significantly bolstered cohesion and operational efficiency. The momentum continues into 2024 with an upcoming wave of SAP implementations. These include strategic rollouts for the Group’s Campus in China, incorporating a comprehensive manufacturing, education, and innovation center. Additionally, Createch Medical, the Spanish solution provider in CADCAM prosthetics, and all DrSmile entities outside Germany are to integrate SAP solutions into their operations. Beyond streamlining processes, this ERP system serves as a robust safeguard against potential errors or fraudulent activities. Notably, it empowers the Executive and senior management to directly monitor local processes and associated figures in real time, marking a pivotal advancement in the Group’s operational oversight and decision-making capabilities. Furthermore, the Board of Directors cultivates close ties with the Executive Management, actively acquiring firsthand insights through workshops, joint travel, on-site visits, and active participation in staff meetings.

 

Internal Control System

The Group’s internal control system (ICS) is a key instrument for designing business processes, measuring progress towards financial goals and addressing potential financial issues before they occur. It also supports the design of business processes in order to achieve the desired level of control in terms of efficiency and effectiveness.

The company’s approach is to ensure that internal controls are accurate, timely, robust and receive appropriate management attention in each respect. To achieve this, dedicated control templates are used for each business process to address major risks. The templates are continuously improved.

In addition, each entity (sales affiliate, production site or global function) has a designated, trained person or team that is ultimately accountable for the assessment undertaken and the decisions arising from it. Clear benefits of the ICS include enhanced segregation of duties, increased control consciousness and higher awareness of potential risks and their consequences.

The ICS program is coordinated by the Head of Internal Audit, who meets with the external auditors on a regular basis to discuss the status of internal control issues and the status of remediation of control deficiencies. 

Internal controls are evaluated annually by the external auditors and by Internal Audit according to an agreed program.

Internal Audit

The role of the Group’s internal audit function is to provide independent assurance to the Board of Directors that the key risks of the organization are under control and to support Management in ensuring compliance, operational efficiency and control effectiveness across the Group. The Head of Internal Audit collaborates with KPMG in a co-sourcing model.

In 2023, eight internal audits were performed according to the audit program approved by the Audit & Risk Committee of the Board of Directors.

Corporate Risk Management

The Board of Directors is responsible for the overall supervision of risk management and uses the internal audit function to this end. The Board has delegated the task of risk management to the Chief Risk Officer (CRO), who is also the CFO. Through its Audit & Risk Committee, the Board assesses and discusses risks on a regular basis in consultation with the CRO and/or the relevant members of senior management. More information about risk management of the Group can be found here.