Full corporate governance report 2011 - Straumann

operational review
corporate governance 111
COMPENSATION, SHAREHOLDINGS AND LOANS
The compensation and equity holdings as well as the basic
principles and elements of the programs determining the
compensation and equity holdings of the Members of the
Board of Directors and the Executive Management Board
and their related parties are disclosed in the Compensation
Report on pp. 126–129 and also in the audited Financial
Statements on pp. 217–218.
CHANGES IN CONTROL AND DEFENSE MEASURES
The Articles of Association of Straumann Holding AG do
not contain provisions for opting out or opting up. There
are no provisions for changes in control regarding Members
of the Board of Directors, the Executive Management
Board, or other Management staff. Furthermore, there are
no change-of-control clauses included in agreements and
schemes benefiting members of the Board of Directors
and/or the Executive Management Board or other Management
staff.
AUDITORS
The Shareholders’ General Meeting elects and appoints the
Group’s external auditors on an annual basis. In March
2011, PricewaterhouseCoopers AG (PwC), Basel, was reelected
for a seventh consecutive year as the auditor of
Straumann Holding AG. The auditor in charge was Thomas
Brüderlin, Swiss Certified Public Accountant, who took
over the mandate in 2005.
The Board of Directors supervises the external auditors
through the Audit Committee, which met six times in 2011.
The external auditors participated in two of these meetings,
discussing the Reports on the 2011 Audit Plan and the
Half-Year Review.
The worldwide fees paid to the auditors PwC were as follows:
(in CHF 1 000) 2011 2010
Total audit fees 949 1 014
Tax consultancy 1 384 1077
Legal 115 438
Other 486 57
Total non-audit fees 1 985 1572
Total 2 934 2586
INFORMATION POLICY
Straumann is committed to a policy of open, transparent
and continuous information. In accordance with the rules
of the SIX Swiss Exchange, Straumann publishes detailed
sales figures on a quarterly basis as well as annual and
half-yearly reports. Detailed information is provided at the
Shareholders’ General Meeting. The agenda, a summary of
the meeting and the minutes are published in the company’s
journals of record and on the company’s website. The
summary is also disseminated in the form of a media release.
Where necessary or appropriate, the company also
publishes additional information on significant events.
The CEO, CFO, Head of Investor Relations and Head of Corporate
Communication are responsible for communication
with investors and representatives of the financial community,
media and other stakeholders.
In addition to personal contacts, discussions, and presentations
in Europe, North America, and Asia, Straumann held
two financial results conferences for the media and analysts
in 2011, each attended by around 40 participants. Both
of these conferences were transmitted live via the internet
and conference call.
Research analysts from approximately 20 banks/national
institutions cover developments at the Straumann Group
and are listed on p. 232 of this report as well as on the Straumann
website.