International – English
The Board of Directors of Straumann Holding AG comprises seven non-executive members. None of the current members has been a member of the Executive Management of any of the Group’s companies during the preceding three financial years or had any significant business connections with Straumann Holding AG or any of its subsidiaries in 2024.
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 |
Xiaoqun Clever-Steg
| Listed companies | Private companies | Not-for-Profit Organizations | Location | Function |
|---|---|---|---|---|
| BHP Group Limited | AU | Board member | ||
| Amadeus IT Group | ES | Board member | ||
| Infineon Technologies | DE | Supervisory Board member | ||
| Cornelsen | DE | Board member | ||
| Fraunhofer-Institut für Intelligente Analyse und Informationssysteme (IAIS) | DE | Advisory Board member | ||
| Nuremberg Institute for Market Decisions e.V | DE | Advisory 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 |
|---|---|---|---|---|
| atwork corporate AG | CH | Chair | ||
| Grand Hotel Les Trois Rois | CH | Vice Chair | ||
| Silverpine AG | CH | Board member | ||
| Center for Leadership and Value in Society, University of St. Gallen | CH | Advisory Board member | ||
| Schweizer Dialog, University of St. Gallen | CH | Board 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 | ||
| STMN Equestrian AG | CH | Chair |
Regula Wallimann
| Listed companies | Private companies | Not-for-Profit Organizations | Location | Function |
|---|---|---|---|---|
| Adecco Group AG | CH | Board member (Chair Audit Committee) |
||
| Helvetia Holding AG | CH | Board member | ||
| Helvetia Schweizerische Versicherungsgesellschaft AG | CH | Board member | ||
| Helvetia Schweizerische Lebensversicherungsgesellschaft AG | CH | Board member | ||
| Swissgrid AG | CH | Board member | ||
| Radar Topco S.à.r.l, (including Swissport Group, Opfikon, Switzerland) | LU | Board member (Chair Audit Committee) | ||
| Swissgrid AG | CH | Board member (Chair Audit Committee) | ||
| University of St. Gallen, Institute of Accounting, Control and Auditing (ACA-HSG) | CH | Advisory Board member |
Board of Director – competence matrix
| P. Rumpf | M. Gadola | X. Clever-Steg | O. Filliol | S. Meister | T. Straumann | R. Wallimann | |
|---|---|---|---|---|---|---|---|
| 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 transformation | ● | ● | ● | ● | ● | ||
| HR, compensation | ● | ● | ● | ● | ● | ● | |
| Board governance | ● | ● | ● | ● | ● | ● | ● |
| Sustainability | ● | ● | ● | ● | ● |
Board and committee meetings 2024
| Board Meetings |
Audit & Risk Committee |
Human Ressources & Compensation Committee |
Sustainability, Technology & Innovation Committee |
|
|---|---|---|---|---|
| Current members | ||||
| P. Rumpf (Chair since April 2024) | 6 | 5 | 4 | 3 |
| M. Gadola | 6 | 4 | 5 | 1 |
| X. Clever-Steg (since April 2024) | 5 | 0 | 0 | 1 |
| Dr. O. Filliol | 6 | 0 | 3 | 3 |
| S. Meister (since April 2024) | 5 | 4 | 0 | 1 |
| Dr. h.c. T. Straumann | 5 | 0 | 0 | 2 |
| R. Wallimann | 6 | 5 | 5 | 2 |
| Former members (until April 2024) | ||||
| G. Achermann (Chair until April 2024) | 1 | 1 | 2 | 2 |
| J.J. Gonzalez (until April 2024) | 1 | 1 | 0 | 0 |
| N. Tarolli Schmidt (until April 2024) | 1 | 1 | 2 | 0 |
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 an 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 full Board of Directors meets for one-day meetings at least five times a year and as often as business requires. In 2024, the full Board held six meetings. In addition four board calls were held for final decisions which were attended by all or selected Board members representing the entire Board. The Audit & Risk Committee held five meetings and one resolution, the Human Resources & Compensation Committee met five times and the Sustainability, Technology & Innovation Committee met three times. The CEO, the CFO and the Corporate Secretary generally participate in Board meetings and are occasionally supported by other members of the Executive Management Board (EMB). The Board of Directors consults external experts on specific topics where necessary.
Each physical Board of Directors meeting that took place in 2024 lasted 8 hours on average, whereas the online meetings lasted approximately 1 hour, as they were convened for discussing and approving specific agenda items. Each Committee meeting that took place in 2024 lasted 4 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 the physical meetings of the Board of Directors and the Committee meetings in 2024 was 98%.
The Board of Directors usually also participates in workshops, conferences and trade shows, co-travel and site visits to gain firsthand 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 Straumann Group Annual report 2024 Corporate governance report 149 providing executives 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 are 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 Chair 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 Chair 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.
The Board of Directors may establish further committees or appoint individual members for specific tasks.
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.
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 Olivier Filliol and Dr h.c. Thomas Straumann
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.
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 Management Information System (MIS) is pivotal to the Straumann Group’s commitment to transparency, governance and strategic oversight. Through a wellintegrated MIS framework encompassing management, business and financial reporting, key data is delivered to the Executive Management Board monthly and, additionally, provided to the Board of Directors as both monthly summaries and comprehensive quarterly reports. This structured information flow enables informed, agile decision-making at all levels.
Central to our MIS is the SAP Enterprise Resource Planning (ERP) system, which processes over 90% of the Group’s business transactions across fully consolidated entities. This ERP system forms the foundation of our management infrastructure, seamlessly connecting our headquarters with key subsidiaries and production sites. In 2025, the system will expand with strategic SAP deployments at Createch Medical in Spain, a leader in CADCAM prosthetics, and Medentika in Germany, a leading manufacturer of compatible prosthetics. This ERP expansion will enhance operational efficiency, reduce redundancies and strengthen internal controls, effectively minimizing risks of error and fraud.
The SAP system also offers senior management real-time visibility into localized processes and associated financials, providing powerful support for data-driven decision-making and effective monitoring across the Group’s global operations.
The Board of Directors actively engages with Executive Management in overseeing the MIS, maintaining close alignment through regular workshops, site visits, joint travel and participation in staff meetings. This approach fosters transparency and ensures that the Board gains a comprehensive, firsthand understanding of the Group’s operational dynamics.
Internal Control System
The Group’s internal control system (ICS) is designed to ensure that key risks across all core business processes are adequately controlled in line with Straumann Group’s risk appetite. The ICS undergoes a constant improvement cycle to address new and emerging risks 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 and timely, robust and receive appropriate management attention in each respect. To achieve this, a Group-wide control framework has been implemented that is applicable to all subsidiaries that are controlled by Straumann Group and assessed annually.
Therefore, each entity (sales affiliate, production site or global function) has a designated General Manager and Finance Head (or equivalent) who are 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.
In line with art. 728a para. 1 item 3 CO, the existence of the ICS is evaluated annually by the external auditors. Also, Internal Audit assesses the implementation of and adherence to the controls framework for selected subsidiaries or assesses the controls’ effectiveness for selected processes in line with the approved audit plan.
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. When specialized expertise is required, the internal audit operates in co-sourcing model with external partners.
In 2024, 10 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 also holds the position of 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 the risk management of the Group can be found here.