Full corporate governance report 2011 - Straumann

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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’,
90 operational review corporate governance principal GROUP compaNIES Straumann Holding AG Basel, Switzerland CHF 1 567 655 Institut Straumann AG Basel, Switzerland CHF 100 000 Straumann Italia srl Milan, Italy eur 270 000 Straumann Villeret SA Villeret, Switzerland CHF 9 000 000 Straumann Holding Deutschland GmbH Freiburg, Germany EUR 25 000 Straumann CADCAM GmbH Gräfelfing, Germany eur 326 000 Straumann GmbH Freiburg, Germany eur 200 000 Straumann SARL Marne-la-Vallée, France EUR 192 000 Straumann SA Madrid, Spain EUR 60 101 Straumann Ltd Crawley, Great Britain GBP 300 000 Straumann BV Ijsselstein, Netherlands EUR 18 151 Straumann SA/NV Zaventem, Belgium EUR 2 081 620 Straumann sro Prague, Czech Republic CZK 200 000 Straumann AB Gothenburg, Sweden SEK 100 000 Biora AB Malmö, Sweden SEK 950 152 Straumann AS Oslo, Norway NOK 1 000 000 Straumann Danmark ApS Brøndby, Denmark DKK 125 000 Straumann OY Helsinki, Finland EUR 32 000 Straumann Manufacturing, Inc Andover, USA USD 1 Straumann USA, LLC Andover, USA USD 1 Straumann Canada Ltd Burlington, Canada CAD 100 000 Straumann Mexico SA de CV Mexico DF, Mexiko MXN 19 407 008 Straumann Brasil Ltda São Paulo, Brazil BRL 3 405 614 Straumann Singapore Pte Ltd Singapore SGD 1 Straumann Pty Ltd Victoria, Australia AUD 100 Straumann Japan KK Tokyo, Japan JPY 10 000 000 Straumann Dental Korea Inc Seoul, South Korea KRW 2 300 000 000 Straumann (Beijing) Medical Device Trading Co. Ltd Beijing, China RMB 39 311 948 Straumann Dental India Pvt Ltd Gurgaon, India INR 6 000 000 Straumann GmbH Vienna, Austria EUR 40 000 Administrative regional headquarters or market development Sales and distribution Manufacturing Headquarters, sales and distribution At 31 December 2011. Values indicate share capital in each case.
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