Full corporate governance report 2011 - Straumann

operational review
corporate governance 97
2012 GENERAL MEETING
In 2012, the Shareholders’ General Meeting will take place
on 4 April. All shareholders who are entered in the share
register as having voting rights are entitled to attend the
General Meeting and have the right to vote. Each registered
share entitles the holder to one vote. There are no voting restrictions.
All shareholders may be represented at the General
Meeting by written proxy. There are no general statutory
quorums.
For organizational reasons, new entries in the share register
cannot be made after 21 March 2012. Shareholders who sell
their shares prior to the General Meeting are no longer entitled
to vote. The invitation to submit proposals for agenda
items is announced by publication once in the company’s
journals of record and on the company’s website.
Shareholders individually or jointly representing 150000
shares may request items to be included in the agenda no
later than the date published on the invitation.
BOARD OF DIRECTORS
All members of the Board of Directors are elected individually
by the Shareholders’ General Meeting for a term of one
year, with re-election permitted and not limited.
At the Shareholder’s General Meeting in March 2011, all
current Directors – Gilbert Achermann, Dr Sebastian
Burckhardt, Dominik Ellenrieder, Dr h.c. Thomas Straumann,
Roland Hess, Ulrich Looser, Dr Beat Lüthi and Stefan Meister
– were re-elected for a further one-year term.
Following the Meeting, the new Board appointed Gilbert
Achermann as its Chairman and Dr h.c. Thomas Straumann
as its Vice Chairman.
The Board of Directors of Straumann Holding AG comprised
eight non-executive members. With the exception
of Gilbert Achermann, no other Director has been a member
of the company’s Executive Management during the
past three years.
Shareholders individually or jointly representing at least
10% of the share capital may request an Extraordinary
General Meeting. The request must be made to the Board of
Directors in writing, stating the agenda items and motions.
Shareholders have the right to receive dividends and hold
other such rights as defined in the Swiss Code of Obligations.
The Directors are all Swiss citizens and the average age of
the Members of the Board at year-end was 52.
GILBERT ACHERMANN
Swiss (born 1964),
Chairman of the Board of Directors
Gilbert Achermann has been a member of the Board of Directors
at Straumann since 2009. In 2010, he was appointed
Chairman of the Board. He is elected until 2012. Mr Achermann
joined Straumann in 1998 as Chief Financial Officer
and was appointed President & Chief Executive Officer in
2002, the office he held until the 2010 AGM.
Formerly, he served for 13 years at UBS in Zurich, Geneva,
New York and Frankfurt, where he worked in Investment
Banking. Gilbert Achermann holds an Executive MBA from
IMD in Lausanne and a degree from the HWV business
school in St. Gallen.