Full corporate governance report 2011 - Straumann

106
operational review
corporate governance
INTERNAL AUDIT
Corporate Internal Audit at Straumann is an ‘independent’
and ‘objective’ assurance and consulting body, reporting
directly to the Chief Financial Officer and to the Audit
Committee of the Board of Directors.
The main task of Corporate Internal Audit is to evaluate the
effectiveness of the Group’s governance and risk management
processes, to review and assess internal controls, to
monitor compliance with external and internal policies
and procedures, and to ensure the economical and efficient
use of the company’s resources. In this role, Corporate Internal
Audit promotes the exchange of best practices within
the Straumann Group, proposes improvements, and
monitors their implementation.
In addition, Corporate Internal Audit pursues the development
of the Group’s Internal Control System (ICS), which
was established in 2008.
In 2011, Corporate Internal Audit performed 14 audits at
global and local levels, at production sites and in sales affiliates,
according to the audit program approved by the Audit
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 Committee, the Board assesses
and discusses risks on a regular basis in consultation
with the CRO and/or the relevant members of senior management
(see ‘Risk Management’ on p. 145).
EXECUTIVE MANAGEMENT
The Group’s Executive Management Board (EMB) is responsible
for the operational management of the Straumann
Group, in line with the instructions issued by the Board of
Directors. Its tasks are laid down in the organizational and
business regulations. It is also responsible for global strategy
and stakeholder management.
In 2011, the EMB comprised four members under the leadership
of the CEO, Beat Spalinger. The other members included:
the CFO Thomas Dressendörfer, who took office on
1 November 2011 (Beat Spalinger acted as ad interim CFO and
Head of the Finance Division from 15 September 2010 until
the end of October 2011). Dr Sandro Matter was Head of the
Products Division and Franz Maier was Head of the Sales
Division until 31 December 2011.
To represent the regions and leading business units at top
management level, the Executive Management Board
was expanded on 1 January 2012 from four to seven members
as part of a broad reorganization initiative. Beat Spalinger
(President & CEO), Thomas Dressendörfer (CFO), and Dr Sandro
Matter (EVP Prosthetics) were joined by: Dr René Willi (EVP
Surgical), Frank Hemm (EVP Sales EMEA & LATAM), Andy
Molnar (EVP Sales North America). The position of EVP
Sales Asia Pacific has yet to be nominated and will be filled
by the CEO ad interim.
Following the reorganization announcement, Franz Maier,
Executive Vice President of Global Sales, left the company
at year-end.
BEAT SPALINGER
Swiss (born 1958),
President & CEO
Beat Spalinger holds a Masters in Economics and Business
Administration from HWV in Zurich, and is an alumnus of
the Advanced Management Program at Harvard University
near Boston. From 1986 to 1999, Mr Spalinger worked for