Full corporate governance report 2011 - Straumann

operational review
corporate governance 89
’enhancing agility, improving efficiency,
fostering entrepreneurism
and shortening time to market.‘
PRINCIPLES
Straumann’s principles of, and rules on, corporate governance
are laid down in the Articles of Association, the rules
for organization and operation, the Group Management
Policy, the Code of Conduct, and the Charters of the Board
Committees. These principles and rules are the basis of corporate
governance disclosures, which are in compliance
with the Directive on Information relating to Corporate
Governance published by the SIX Swiss Exchange, where
Straumann’s shares have been traded since the company’s
initial public offering in 1998.
The Articles of Association are available on Straumann’s
website (www.straumann.com).
GROUP STRUCTURE
Straumann Holding AG is a listed stock corporation incorporated
and domiciled in Switzerland and registered in Basel.
Information about the company's shares, which are traded
on the main segment of the SIX Swiss Exchange under the
symbol STMN, is provided on pp. 91, 231 .
Straumann Holding AG is the ultimate parent company of
the Straumann Group, which is headquartered in Basel and
includes a total of 29 fully owned companies (see chart on
p. 90) and two minority-held companies around the world.
CHANGES IN 2011
INCORPORATIONS
In the third quarter of 2011, Straumann established a whollyowned
company in India under the name Straumann Dental
India Pvt Ltd, which will be responsible for registering
Straumann products in India.
OPERATIONAL GROUP STRUCTURE
Throughout 2011, the operational structure of the Group was
as follows:
• Corporate Services, which consisted of:
Corporate Business Development & Licensing, Corporate
Communication & Public Affairs, Corporate Human
Resources, Corporate Pricing, Corporate Quality
Management and Corporate Legal & Compliance
• Finance, which incorporated all finance-related
functions, Facility Management, Internal Audit,
Corporate Investor Relations, Corporate Process
Excellence & Applications and Corporate Information
& Communication Technologies
• Operations, comprising: Corporate Logistics,
Global Production at the four manufacturing sites,
and Global Purchasing
• Products, which was responsible for product innovation,
development and lifecycle management, comprised
three business units (Surgical, Regenerative and Prosthetics)
and the administrative departments needed for
the product lifecycle
• Sales, which comprised the sales subsidiaries grouped
into five regions (APAC, Central Europe, Western Europe,
North America, RoW), and the following functions:
Marketing, Global Distributor Sales, Global Training
& Education, Projects & Finance Management,
Sales CARES Digital Solutions, and Sales Regenerative.
The Chief Executive Officer (CEO), the Chief Financial Officer
(CFO), the Head of Operations, the Head of Products and the
Head of Sales were the respective Division Heads. The CEO,
the CFO, the Head of Products and the Head of Sales comprised
the Executive Management Board of the Straumann
Group (see p. 106 for recent changes).
changes in 2012
In December 2011, Straumann announced plans to implement
a new organizational structure in 2012, with the objective
of enhancing agility, improving efficiency, fostering entrepreneurism
and shortening time to market. At the heart
of the reorganization is a transformation of the existing
Products and Sales Divisions and the provision of greater
autonomy to the sales regions (EMEA & Latin America;
North America; Asia/Pacific) and the businesses (‘Surgical’,