Full corporate governance report 2011 - Straumann

operational review
corporate governance 105
• 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
TO THE EXECUTIVE MANAGEMENT BOARD
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.
INFORMATION AND CONTROL MECHANISMS FOR THE BOARD
OF DIRECTORS AND THE EXECUTIVE MANAGEMENT
MANAGEMENT INFORMATION SYSTEM
The Group’s Management Information System encompasses
management, business and financial reporting. The information
is provided to the Executive Management Board
once a month and to the Board of Directors summarily on a
monthly basis and in detail on a quarterly basis.
Over the past ten years, Straumann has built up a stateof-the-art
SAP enterprise resource planning system,
which now covers 97% of the Group’s business transactions.
The system links all major subsidiary companies
and production sites directly with Group headquarters.
This greatly reduces the potential for error/fraud and enables
the Executive and Senior Management to monitor
local processes and related figures directly in detail and in
real time.
INTERNAL CONTROL SYSTEM (ICS)
The Group’s Internal Control System 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
and are being extended to include supporting process
flows. In addition, each entity (sales affiliate, production
site or global function) has a designated, trained
person or team which is ultimately accountable for the assessment
undertaken and the decisions arising from it. A
clear benefit of the Internal Control System has been an enhanced
segregation of duties, an increased control consciousness
and a higher awareness of potential risks and
their consequences.
The ICS program is coordinated by Corporate Internal Audit,
which meets with the external auditors on a regular
basis to discuss the status of IC 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.