CORPORATE GOVERNANCE

CONTENTS

Principles 85
Group structure 85
Capital structure 88
Shareholders 89
Board of Directors 91
Executive Management 98
Internal Management Development 100
Compensation and shareholdings 100
Changes in control and defense measures 100
Auditors 100
Information policy 100
 OPERATIONAL REVIEW
CORPORATE GOVERNANCE 85

’OUR COMMITMENT TO RESPONSIBLE CORPORATE GOVERNANCE

MEANS LEADERSHIP BALANCED BY CONTROL, SAFEGUARDING THE INTERESTS
OF OUR SHAREHOLDERS.‘

PRINCIPLES lowed the transfer of all patents still registered under the
Straumann’s principles of, and rules on, corporate gover- name of Bioventures BV.
nance are laid down in the Articles of Association, the Rules
for Organization and Operation, the Code of Conduct, and LEGAL GROUP STRUCTURE
the Charters of the Board Committees. These principles and LISTED COMPANIES
rules are the basis of corporate governance disclosures, Straumann Holding AG is the sole listed company of the
which comply with the Directive on Information relating to Straumann Group.
Corporate Governance published by the SIX Swiss Exchange,
where Straumann’s shares have been traded since 1998. The Name Straumann Holding AG
Articles of Association are available at www.straumann.com. Domicile Peter Merian-Weg 12,
4052 Basel, Switzerland

GROUP STRUCTURE Share capital CHF 1 567 654.90*

Straumann Holding AG is a listed stock corporation incorpo- Registered shares 15 676 549*

rated and domiciled in Switzerland and registered in Basel. Nominal value CHF 0.10

Information about its shares, which are traded on the main Percentage of treasury shares 0.16%

segment of the SIX Swiss Exchange under the symbol STMN, Market capitalization CHF 4 585 million*

is provided on pp. 88 and 211. Straumann Holding AG is the Listed at SIX Swiss Exchange

ultimate parent company of the Straumann Group, which is Security ID 0 01228 007

headquartered in Basel and includes a total of 28 fully owned ISIN CH 0012 280 076

companies around the world (see chart on p. 86). Bloomberg STMN SW

Reuters STMN.S

CHANGES IN 2009 Telekurs (Investdata) STMN

MERGERS AND ACQUISITIONS * On 31 December 2009.

In January 2009, Straumann Holding Japan KK, a Straumann
subholding company that was established for the purpose of
acquiring the dental business of the Japanese distribution
company Daishin in 2007, merged into Straumann Japan KK,
the Group’s Japanese sales and distribution company.
In May 2009, Straumann acquired IVS Solutions AG, of Chem-
nitz, Germany. IVS develops and sells proprietary software ap-
plications used to design surgical templates for computer guid-
ed implant surgery. Further details about this acquisition can
be found on pp. 37 and 154. In the first quarter of 2010, IVS Solu-
tions AG will be merged into Straumann CADCAM GmbH.
DISSOLUTIONS/OTHER
Bioventures BV, a former Biora company acquired by Strau-
mann in 2003, was dissolved in December 2009. This fol-
GROUP COMPANIES
The Group sells products and services through its headquar-
ters and 20 fully owned sales subsidiaries, 13 of which are in
Europe, two in North America, three in the Asia/Pacific re-
gion, and two in Latin America.
There are five manufacturing companies: four in Europe and
one in North America (see pp. 46‒47 for details of produc-
tion locations).
There are several subholdings within the Group: Institut
Straumann AG holds Straumann Italia srl; Straumann Hold-
ing Deutschland GmbH holds the sales and distribution,
CADCAM manufacturing, and computer-guided-surgery
companies in Germany; and the North American production
 OPERATIONAL REVIEW
86 CORPORATE GOVERNANCE

PRINCIPAL GROUP COMPANIES

Straumann Holding AG holds directly or indirectly 100% of the shareholdings in all Group companies on 31 December 2009.

Straumann Holding AG
Basel, Switzerland
CHF 1 567 655

Institut Straumann AG Straumann Holding Straumann AB Straumann Straumann Pty Ltd

Basel, Switzerland Deutschland GmbH Gothenburg, Sweden Manufacturing, Inc Victoria, Australia
CHF 100 000 Freiburg, Germany SEK 100 000 Andover, USA AUD 100
EUR 25 000 USD 1
Straumann Italia srl Straumann AS Straumann Japan KK
Milan, Italy Straumann Oslo, Norway Straumann USA, LLC Osaka, Japan
EUR 270 000 CADCAM GmbH NOK 1 000 000 Andover, USA JPY 10 000 000
Gräfelfing, Germany USD 1
Straumann Villeret SA EUR 326 000 Straumann Danmark ApS Straumann Dental
Villeret, Switzerland Greve, Denmark Straumann Canada Ltd Korea Inc
CHF 9 000 000 IVS Solutions AG* DKK 125 000 Burlington, Canada Seoul, South Korea
Chemnitz, Germany CAD 350 000 KRW 2 300 000 000
Straumann GmbH EUR 54 000 Straumann OY
Vienna, Austria Helsinki, Finland Straumann Mexico SA de CV Straumann
EUR 40 000 Straumann GmbH EUR 32 000 Mexico DF, Mexico Singapore Pte Ltd
Freiburg, Germany MXN 19 407 008 Singapore (048692)
EUR 200 000 Biora AB SGD 1
Malmö, Sweden Straumann Brasil Ltda
Straumann SARL SEK 950 152 São Paulo, Brazil
Marne-la-Vallée, France BRL 1 805 611
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 1 481 620

Straumann sro Holding, subholding or administrative regional headquarters

Prague, Czech Republic Sales and distribution
CZK 200 000 Manufacturing
Manufacturing and subholding
Headquarters, sales and distribution and subholding

At 31 December 2009. Values indicate share capital in each case.

*IVS Solutions AG will be merged into Straumann CADCAM GmbH in
Q1 2010.
 OPERATIONAL REVIEW
CORPORATE GOVERNANCE 87

OPERATIONAL GROUP STRUCTURE

CEO

CORPORATE SERVICES
› Business Development & Licensing
› Corporate Communication & Public Affairs
› Corporate Pricing
› Human Resource
› Legal & Compliance
› Quality Management & Assurance

FINANCE & OPERATIONS PRODUCTS SALES

› Accounting › Logistics › Corporate Regulatory Affairs › Creative Agency
› Audit › Production › Development › Customer Service
› Controlling › Purchasing › Intellectual Property › Education
› Investor Relations › Risk Management › Product Management › Global Sales
› Information Technology › Treasury › Research › Marketing Support

company Straumann Manufacturing, Inc, holds the US sales
and distribution company.
Straumann Holding AG directly or indirectly holds 100% of
the capital and voting rights in all Group companies. As laid
down in the Rules of Organization and Operation, the re-
spective Regional Head or the Head of Sales, the CFO and
the General Counsel are generally Members of the Board
of Directors in all Straumann companies and represent the
parent company as the shareholder.
SIGNIFICANT HOLDINGS IN PUBLICLY TRADED COMPANIES
Straumann Holding AG did not have any significant hold-
ings in publicly traded companies in 2009.
OPER ATIONAL GROUP STRUCTURE
There were no material changes to the operational structure
of the Group, which continued to comprise the following
four divisions in 2009:
• Corporate Services, including Corporate Business Develop-
ment & Licensing, Corporate Communication & Public Af-
fairs, Corporate Human Resources, Legal & Compliance,
Corporate Quality Management, and Corporate Pricing
(which was created in 2009).
• Finance & Operations, which incorporates all finance re-
lated functions, Facility Management, Internal Audit, Cor-
porate Investor Relations, Information Technology, Corpo-
rate Logistics, Global Production, and Global Purchasing.
• Products, which is responsible for product innovation, de-
velopment and lifecycle management.
• Sales, which comprises the sales subsidiaries grouped into
four regions, Global Sales, Global Training & Education,
Creative Agency, and Customer Marketing.
The Chief Executive Officer (CEO), the Head of Finance & Op-
erations (CFO), the Head of Products and the Head of Sales
are the respective Division Heads and also comprise the Ex-
ecutive Management Board of the Straumann Group. Fur-
ther information on the Group’s Management is provided on
pp. 97‒100.
 OPERATIONAL REVIEW
88 CORPORATE GOVERNANCE

CAPITAL STRUCTURE maintained for which proof of acquisition of title in shares is

SHARE CAPITAL a prerequisite for entry. The Company must be informed of
On 31 December 2009, the share capital was composed of any changes. Persons recorded in the register of shares are
15 676 549 registered shares, each with a nominal value of considered to be shareholders in relation to the Company.
CHF 0.10. The share capital is fully paid in. All shares have the
same entitlements to a dividend. Each share duly entered in
Straumann’s register of shares as being held in the share- 31 Dec 31 Dec 31 Dec
2009 2008 2007
holder’s own name and on the shareholder’s own account
Number of registered shares 15 676 549 15 630 671 15 630 671
entitles the shareholder to one vote (see section below on
Nominal value per share (CHF) 0.10 0.10 0.10
Shareholders’ rights). On 31 December 2009, the ordinary
Registration restrictions None None None
share capital amounted to CHF 1 567 654.90.
Voting restrictions None None None
Opting-out, opting-up None None None
CONDITIONAL AND AUTHORIZED SHARE CAPITAL
A conditional share capital was approved for an unlimited
period at an extraordinary General Meeting in 1998 for use The Company may, after hearing the affected parties, delete
in equity participation plans for employees and manage- entries in the register of shares if these are based on false
ment (see Compensation Report for details). At the end of information.
2009, the conditional capital amounted to CHF 32 345.10 and
the number of conditional shares was 323 451. On 31 Decem- Purchasers of shares are entered in the register of shares as
ber 2009, Straumann Holding AG did not have any authorized shareholders with voting rights if they expressly declare
share capital. that they have acquired the registered shares in their own
name and for their own account. If a purchaser is not willing
CHANGES IN SHARE CAPITAL to make such a declaration, he/she is registered as a share-
In December 2009 conditional share capital was converted holder without voting rights. Nominees can register the
into ordinary stock capital. shares they hold, if this is specifically approved by the Board
of Directors. The Board of Directors decides whether nomi-
(in CHF 1 000) 31 Dec 31 Dec 31 Dec nee entries shall have voting rights or not.
2009 2008 2007

Equity 635 420 537 656 623 495

Currently 30% of all issued shares are not registered or are
Reserves 23 838 13 463 51 564
registered without voting rights.
Retained earnings 610 014 522 630 566 552
Ordinary share capital 1 568 1 563 1 563
CERTIFICATES AND CONVERTIBLE/EXCHANGABLE SECURITIES
Conditional share capital 32 37 37
Straumann has not issued any of the following: participa-
Authorized share capital 0 0 0
tion certificates or profit participation certificates, convert-
ible/exchangeable bonds, warrants, options or other securi-
RESTRICTIONS ON THE TR ANSFER ABILIT Y OF SHARES ties granting rights to Straumann shares, other than options/
AND NOMINEE REGISTR ATIONS warrants granted to Directors and some employees as a
There are no restrictions on the transferability of Straumann component of compensation (see Compensation Report on
Holding’s shares. A register of shares and their owners is pp. 104‒113).
 OPERATIONAL REVIEW
CORPORATE GOVERNANCE 89

SHAREHOLDINGS ON 31 DECEMBER 2009 (BY SEGMENT) SHAREHOLDINGS ON 31 DECEMBER 2009 (BY COUNTRY)

USA Non-registered
Non-registered 3% 14%
13.8%

Rest of World
1%
Institutional Major Switzerland
shareholders shareholders GB 68%
24.2% 50.6% 11%

EU
Private 3%
individuals
11.4%

SHAREHOLDERS M A JOR SHAREHOLDERS

DISTRIBUTION OF SHARES The following major shareholders, as defined by Art. 663c of
On 31 December 2009, 11 337 shareholders were registered as the Swiss Code of Obligations, were registered as holding
holding 86.18% of the total shares of Straumann Holding AG. more than 3% of the share capital on 31 December 2009.
Their holdings were as follows:
(in %) 31 Dec 31 Dec 31 Dec
2009 2008 2007
Shares held No. registered % of share % of registered
shareholders capital shareholders Dr h.c. Thomas Straumann
1–100 7 561 2.43 66.69 (Member of the Board) 28.0 28.0 32.4

101–1 000 3 412 6.38 30.10 Dr h.c. Rudolf Maag

1001–10 000 313 5.53 2.76 (Chairman of the Board) 12.3 12.3 12.3

10 001–100 000 35 5.07 0.31 Simone Maag de Moura Cunha 6.0 6.0 6.0
100 001–1 000 000 14 26.58 0.12 Gabriella Straumann 4.3 4.3 –
1 000 001 and more 2 40.19 0.02 Total 50.6 50.6 50.7
Unregistered shares 0 13.82 11 098

Baillie Gifford, an independent investment management

SHAREHOLDINGS ON 31 DECEMBER 2009
There were no major changes or shifts in the registered
shareholder base in 2009. In the past three years, the only
major change was the transfer of 674 157 shares from Dr h.c.
Thomas Straumann to Gabriella Straumann in 2008, corre-
sponding to 4% of the overall share capital.
firm based in Edinburgh, Scotland, held more than 5% of the
share capital of Straumann Holding AG at the end of Decem-
ber 2009. The stake is divided among Baillie Gifford and Co.,
Baillie Gifford Life Ltd and Baillie Gifford Overseas Ltd, all of
Calton Square, Greenside Row, Edinburgh, UK.
 OPERATIONAL REVIEW
90 CORPORATE GOVERNANCE

No other shareholder reported a holding of more than 3% of ter as having voting rights are entitled to attend the General
the share capital. To the Company’s knowledge, no share- Meeting and have the right to vote. Each registered share en-
holders’ agreements or other agreements between the share- titles the holder to one vote. There are no voting restrictions.
holders exist. All shareholders may be represented at the General Meeting
by written proxy. There are no statutory quorums.
CROSS SHAREHOLDINGS
Straumann does not have, and has not entered into, any For organizational reasons, new entries in the share register
cross shareholdings with other companies relating to equity cannot be made after 11 March 2010 (15 or fewer days prior to
or voting rights. the General Meeting). Shareholders who sell their shares prior
to the General Meeting are no longer entitled to vote.
SHAREHOLDERS’ GENER AL MEETING AND RIGHTS
OF PARTICIPATION The invitation to submit proposals for agenda items is an-
The Shareholders’ General Meeting is held in Basel at or to- nounced by publication once in the company’s journals of re-
wards the end of March. Invitations to the General Meeting cord and on the company’s website. Shareholders individually
are issued in writing at least 20 days before the Meeting and or jointly representing 400 000 shares may request items to
are published once in the company’s journals of record, the be included in the agenda not later than the date published
Schweizerisches Handelsamtsblatt (SHAB – Swiss Official Ga- on the invitation.
zette of Commerce) and the Neue Zürcher Zeitung, and on the
company’s website, www.straumann.com. Shareholders individually or jointly representing at least 10%
of the share capital may request the holding of an extraordi-
The 2009 meeting took place on 20 March, and was attended nary general meeting. The request must be made to the Board
by 652 shareholders representing a total of 10 230 033 voting of Directors in writing, stating the agenda items and motions.
shares, corresponding to 65% of the overall share capital. The
meeting approved the appropriation of the available earnings, Shareholders have the right to receive dividends and hold
the 2008 dividend, and several changes in the Articles of As- other such rights as defined in the Swiss Code of Obligations.
sociation, which predominantly concern adaptations to best
practices and to changes in the Swiss Code of Obligations. A
reduction in the term of office of the Directors from three
years to one was approved as well as the 2008 Annual Report,
which included the Compensation Report and Financial State-
ments. The Directors were discharged for their activities in
2008 and PricewaterhouseCoopers of Basel was reappointed
as Statutory Auditors and Group Auditors for a further term
of one year. The agenda, the minutes and a media release
summary of the meeting are published on the company’s
website, www.straumann.com.

In 2010, the shareholders’ General Meeting will take place on

26 March. All shareholders who are entered in the share regis-
 OPERATIONAL REVIEW
CORPORATE GOVERNANCE
BOARD OF DIRECTORS
All members of the Board of Directors are elected by the
Shareholders’ General Meeting.
In March 2009, the ordinary General Meeting approved a
change in the articles of association reducing the term of of-
fice for Board members from three years to one, with re-elec-
tion permitted and not limited.
Dr h.c. Rudolf Maag, Oskar Ronner, Dominik Ellenrieder, Dr Se-
bastian Burckhardt, Jürg Morant and Dr h.c. Thomas Strau-
mann were all re-elected for a further one-year term. Gilbert
Achermann, current Chief Executive Officer (CEO), was elected
to the Board for the first time – also for a one-year term.
The Board reappointed Rudolf Maag as its Chairman and Os-
kar Ronner as Vice Chairman. Thus, for the first three months
of 2009, the Board of Directors of Straumann Holding AG com-
prised six non-executive members. For the remainder of the
year it also included one additional executive member, Gilbert
Achermann. Except for the latter, no other Director has been a
member of the company’s Executive Management during the
past three years.
The average age of the members of the Board of Directors at
year-end was 56.
DR H.C. RUDOLF M A AG
Swiss (born 1946), Chairman of the Board,
Chairman of the Finance and Audit Committee
Rudolf Maag has a long, distinguished career in finance and
business administration. It began in 1968, when he joined the
Basel-based UTC trading company. In 1973 – the year in which
he obtained his MBA with distinction at INSEAD – he moved
to the Agro Division of the Swiss multinational Sandoz AG.
There, he held a series of senior management positions:
Head of Planning and Financial Control, Director of Marketing
USA, Head of the Brazilian Division, and Head of Business
Development and Acquisitions. In 1986, he was appointed
91
Commercial Director of Institut Straumann AG. In 1990, fol-
lowing a management buyout, he created Stratec Medical,
of which he was Vice Chairman and CEO. In 1999, following
the merger with Synthes USA, he became Vice Chairman
and CEO of Synthes-Stratec and held both positions until
2000, when he left the company. Since then, he has assumed
various Board of Directors mandates and is currently in-
volved in private equity financed startups and spin-offs. In
2006, he was awarded an honorary doctorate by the Univer-
sity of Basel, Switzerland.
Rudolf Maag has been a member and Chairman of the
Board of Directors of Straumann since 2002, and is elected
until 2010.
OSK AR RONNER
Swiss (born 1945), Vice Chairman of the Board,
Chairman of the Human Resources Committee
Oskar Ronner holds an MBA from Harvard Business School
and an MSc in mechanical and industrial engineering from
the Swiss Federal Institute of Technology (ETH, Zurich). Af-
ter General Management and CEO positions in the aircraft
industry, he joined Gebr. Sulzer AG, Winterthur, in 1988 as
President of the Sulzer Medica Division. At the same time
he held the post of CEO of Intermedics Inc, Angleton (Texas,
USA). From 1990 to 1994, he was a member of the Executive
Board and Executive Vice President of the Industry Division
of Elektrowatt AG, Zurich, and was subsequently the com-
pany’s President and CEO until 1998. Between 1994 and
1996, he was also Executive Vice President at Credit Suisse
Holding, the major shareholder of Elektrowatt AG. When
Elektrowatt Building Technologies was bought by Siemens
in 1998, he was appointed President and CEO of what is now
Siemens Building Technologies AG, a post he held until 2003.
In 2008, he became a member of the Board of Directors of
Medartis AG.
Oskar Ronner has been a member of the Board of Directors
of Straumann since 2000, and is elected until 2010.
 OPERATIONAL REVIEW
92 CORPORATE GOVERNANCE

BOARD OF DIRECTORS

Dr h.c. Rudolf Maag Oskar Ronner

GILBERT ACHER M ANN

Swiss (born 1964)
Gilbert Achermann holds an Executive MBA from IMD in
Lausanne and a degree from the HWV business school in St.
Gallen. His extensive experience in the field of corporate fi-
nance and investment banking, in particular capital restruc-
turing, was gained over a 13-year period at UBS, where he
worked in Brokerage, Sales & Trading and Corporate Finance.
He held a series of senior positions at UBS in Switzerland,
the US, and Germany.

Mr Achermann joined Straumann in 1998 as Chief Financial Jürg Morant

Officer and was appointed Chief Executive Officer and Presi-
dent in 2002, an office he holds until the AGM 2010. He
joined the Board in 2009 and is elected until 2010. Other key
directorships include the Board of Directors and Board of
Trustees of the independent academic network Interna-
tional Team for Implantology (ITI) and the advisory board
for international cooperation of the Canton Basel-Stadt.
DR SEBASTIAN BURCKHARDT
Swiss (born 1954), Member of the Finance and Audit Committee
Sebastian Burckhardt began his studies in the fields of eco-
nomics and law and obtained his doctorate law degree at
the University of Basel. He is a qualified lawyer and public
notary in Switzerland, and was admitted to the New York
bar following studies at New York University Law School.
He is a partner at the Vischer AG lawfirm in Basel 1.
Sebastian Burckhardt has been a member of the Board of
Directors of Straumann since 2002 and is elected until
2010. Other key directorships include: Dolder AG (Chairman
of the Board), Cell Int. AG, and the School for Healing of the
Deaf and Persons with Speech Impediments Riehen, Switzer-
land.
 OPERATIONAL REVIEW
CORPORATE GOVERNANCE 93

Dr Sebastian Burckhardt Gilbert Achermann

Dr h.c. Thomas Straumann Dominik Ellenrieder

DOMINIK ELLENRIEDER been a member of the Board of Directors of Straumann since

Swiss (born 1958), Chairman of the Technical Committee,
Member of the Human Resource Committee
A graduate of the University of Basel, where he obtained a
degree in economics, Dominik Ellenrieder was Head of Inter-
national Sales at Protek AG (later Sulzer Medica). In 1990, he
joined Stratec Medical, where he held a series of managerial
positions with increasing responsibility (development, prod-
uct management, operations of affiliated companies). In
2000, he founded Kuros Therapeutics AG, where he was
Chairman of the Board until 2002. Dominik Ellenrieder has
2001 and is elected until 2010. Other key directorships include
Medartis AG, Kuros Biosurgery AG, and Sentec AG.
JÜRG MOR ANT
Swiss (born 1944), Member of the Finance and Audit Committee,
Member of the Technical Committee
Jürg Morant’s academic background includes medical studies
at the University of Bern and business management at the Uni-
versity of St. Gallen, reinforced by INSEAD’s Senior Executive
Program. His business experience started with the Pharma
 OPERATIONAL REVIEW
94 CORPORATE GOVERNANCE
Division of Ciba-Geigy, where he rose to be Group Head of
Pharma Marketing Services. In 1982, he was appointed CEO
of Documed AG, which he took over in 1986. He led the com-
pany, renamed MediMedia, through a phase of international
expansion and consolidation, which culminated in its sale to
Havas (part of Vivendi Universal) in 1999. He was appointed
CEO Europe and member of the Executive Committee of Vi-
vendi Universal Health, where he was also a member of the
Audit Committee. From 2004 to 2005, he was a member of
the Executive Management of the Galenica Group.
Jürg Morant has been a member of the Board of Directors of
Straumann since 2002 and is elected until 2010. Other key
directorships include Hotel ‘Les Trois Rois’ and ‘Grand Hotel
Bellevue’, of which he is Chairman of the Board.
DR H.C. THOM AS STR AUM ANN
Swiss (born 1963), Member of the Human Resources Committee,
Member of the Technical Committee
Thomas Straumann’s skills in precision engineering were
complemented by his studies at the Basel Management
School, from which he graduated in 1988. In 1990, he was re-
sponsible for restructuring Institut Straumann AG and was
CEO and Chairman of the Board of Directors until 1994. He
was Chairman of the Board of Straumann Holding AG until
2002. In 2004, he was awarded an honorary doctorate by the
University of Basel, Switzerland.
Thomas Straumann has been a member of the Board of
Directors of Straumann since 1990 and is elected until 2010.
Other key directorships include Centervision AG (Chairman),
Medartis AG (Chairman), Tschudin+Heid AG (Deputy Chair-
man), Moser Group Schaffhausen Ltd (Member of the Board),
ITI and International Bone Research Association IBRA (Mem-
ber of the Board and Board of Trustees).
PROPOSED BOARD CHANGES
In August 2009, the Board announced that Dr h.c. Rudolf
Maag, Oskar Ronner and Jürg Morant had decided to step
down from the Board at the Shareholders’ Annual General
Meeting (AGM) in March 2010. The Board has nominated
Gilbert Achermann to succeed Dr h.c. Rudolf Maag as
Chairman and Dr h.c. Thomas Straumann to succeed Oskar
Ronner as Vice Chaiman, both subject to re-election by the
AGM.
To further strengthen its competences in international
strategic planning, business leadership and entrepreneur-
ial expertise, a structured approach was taken to identify
external candidates with expertise in these areas. The
Board also announced its proposal to increase the number
of Directors to eight.
At the forthcoming AGM, Gilbert Achermann (who will
relinquish his duties as CEO), Dr Sebastian Burckhardt,
Dominik Ellenrieder and Dr h.c. Thomas Straumann will all
stand for re-election. In addition, the following four indi-
viduals will be proposed to the shareholders for election to
the Board:
ROL AND HESS – Swiss (born 1951), Senior Advisor to the Ex-
ecutive Committee of the Board of Schindler Holding AG.
ULRICH LOOSER – Swiss (born 1957), Member of the Global
management consulting company Accenture Ltd and Mem-
ber of the Board of economiesuisse.
DR BEAT LÜTHI – Swiss (born 1962), CEO and Co-owner of CTC
Analytics AG.
STEFAN MEISTER – Swiss (born 1965), Member of the Man-
agement Board of the Haniel Group.
Please refer to www.straumann.com for details.
Thus, pending approval by the AGM, the Board of Directors of
Straumann Holding AG will comprise eight non-executive
members as of March 2010.
 OPERATIONAL REVIEW
CORPORATE GOVERNANCE 95

OPER ATING PRINCIPLES OF THE BOARD OF DIRECTORS COMMITTEES OF THE BOARD OF DIRECTORS IN 2009
The Board of Directors meets at least four times a year and as
often as business requires. In 2009, it held six meetings. The
members of the Executive Management Board participate in
BOARD OF DIRECTORS
Board meetings in an advisory capacity. Dr Andreas Meier
FINANCE & AUDIT
(General Counsel) acts as Secretary to the Board of Directors Dr h.c. Rudolf Maag*
(non-member). The Board of Directors consults external ex- Dr Sebastian Burckhardt
Jürg Morant
perts where necessary when discussing specific topics.
HUMAN RESOURCES
Oskar Ronner*
The Board of Directors is responsible for the strategic man- Dominik Ellenrieder
agement of the Company, the supervision of the Executive Dr h.c. Thomas Straumann

Management Board, and financial control. The Board of TECHNICAL

Directors reviews the Company’s objectives and identifies
opportunities and risks. In addition, it decides on the
appointment of the CEO and the members of the Executive
Management Board. The Board of Directors is a quorum if a
majority of members is present. Valid resolutions require a
majority of the votes cast. In the event of a draw, the Chair-
man of the Board holds the deciding vote.
COMMIT TEES OF THE BOARD OF DIRECTORS
The Board of Directors has three permanent committees: the
Finance & Audit Committee, the Human Resources Commit-
tee and the Technical Committee. Each Committee informs
the Board about its deliberations, makes recommendations,
and subsequently monitors the implementation of the
Board’s decisions. The Human Resources Committee takes
decisions directly in the context of recruiting members of
the Executive Management Board. Each Committee com-
prises three non-executive Board Members.
In 2009, the Finance & Audit Committee met five times,
the Human Resources Committee twice, and the Technical
Committee twice.
The Board appointed a Search Committee in 2009 tasked
with the duty of identifying new candidates for Board Mem-
bership. With the aforementioned nominations this Com-
mittee was discharged, having fulfilled its purpose.
Dominik Ellenrieder*
Dr h.c. Thomas Straumann
Jürg Morant
* Committee Chairman
The Board of Directors may establish further committees or
appoint individual members for specific tasks.
FINANCE AND AUDIT COMMIT TEE
Members: Dr h.c. Rudolf Maag (Chair),
Dr Sebastian Burckhardt, Jürg Morant
The main tasks of this Committee include:
• Examination of the effectiveness of the external auditors
and the internal controls
• Review of instructions for management in terms of finan-
cial and other risks and compliance therewith
• Discussion of the financial statements with the CFO and,
separately without the presence of the CEO and CFO, with
the Head of the external auditors
• Review of the services and remuneration of the auditors
• Review of other activities performed by the auditing firm
on behalf of the Company, in particular with respect to its
independence
• Review of the financial planning and submission of re-
commendations for distribution of profit
• Review of the investment of liquid assets.
 OPERATIONAL REVIEW
96 CORPORATE GOVERNANCE
HUM AN RESOURCES COMMIT TEE
Members: Oskar Ronner (Chair), Dominik Ellenrieder,
Dr h.c. Thomas Straumann.
This Committee’s main tasks include:
• Recommendation of the compensation to be paid to mem-
bers of the Board and Executive Management Board
• Review of the principles and programs for compensation
of the Executive Management Board and the Executive
Management Group (in particular the stock participation
program, options and bonus schemes)
• Ensuring that the compensation paid to the EMB and EMG
members is based on market and performance-related cri-
teria
• Proposal to the Board regarding the stock option plans and
the principles governing grants made under them
• Decision on the recruitment of Executive Management
Board members.
• Drawing up of the employment contracts for the members
of the Executive Management Board
• Review of human resources policies.
TECHNICAL COMMIT TEE
Members: Dominik Ellenrieder (Chair),
Dr h.c. Thomas Straumann, Jürg Morant.
The main tasks of this Committee include:
• Review and assessment of the long-term business devel-
opment vision and mission of the Company
• Review and assessment of the Company’s business fran-
chise portfolio, its geographic portfolio, reach and channel
approach, and the validity of its business model in general,
taking competitive dynamics, disruptive technologies, eco-
nomic trends and the positions of the Group’s most impor-
tant competitors into consideration
• Observation and evaluation of the market situation
• Evaluation and review of Straumann’s three-year strategic
plan
• Identification of key projects, such as mergers, acquisitions,
licensing and other business development strategies and
assessment of their planning and implementation.
ASSIGNMENT OF RESPONSIBILITIES TO THE EXECUTIVE
M ANAGEMENT BOARD
The Board of Directors has delegated responsibility for the
operational management and sustainable development
(see also p. 60 Sustainable Development chapter) of the
Company to the CEO, Gilbert Achermann, and the Executive
Management Board. The CEO is responsible for the overall
management of the Straumann Group. The CFO, Beat Spa-
linger, is responsible for Finance & Operations, including
the IT department and worldwide production. The Head of
Products, Sandro Matter, is responsible for the performance
of the Business Units, the administrative departments
needed for the product lifecycle, and Research & Develop-
ment. The Head of Sales, Franz Maier, is responsible for
Global Sales and Marketing.
The Board of Directors has not delegated any management
tasks to companies outside of the Company.
INFORM ATION AND CONTROL MECHANISMS FOR THE BOARD
OF DIRECTORS AND THE EXECUTIVE M ANAGEMENT
The Group’s Management Information System (MIS) covers
management, business and financial reporting. The infor-
mation is provided to the Board of Directors on a quarterly
basis and to the Executive Management Board on a monthly
basis.
The Group’s Internal Control System (ICS) is a key instru-
ment for measuring progress towards financial goals and
for 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.
INTERNAL AUDIT
The Group’s Internal Audit acts as an ‘independent’ and
‘objective’ assurance and consulting body, reporting directly
to the Chief Financial Officer and to the Finance and Audit
Committee of the Board of Directors. In addition to financial
 OPERATIONAL REVIEW
CORPORATE GOVERNANCE 97

audits, it monitors compliance with external and internal

policies and guidelines. Acting in a consulting role, it assesses
internal processes and controls, proposes improvements,
and monitors their implementation. The ultimate objectives
are to safeguard the Group’s material and immaterial assets,
to ensure the economical and efficient use of the company’s
resources and to evaluate the effectiveness of the Group’s
risk management and governance processes.

In 2009, Straumann’s Internal Audit performed 11 audits at

global and local levels at production sites and in sales affili-
ates. In addition to promoting the exchange of best practices
within the Group to ensure continuous improvement of the
internal processes, one of its major tasks was to pursue the
implementation of the Group’s internal control system (ICS),
which was developed in 2008 as a key management instru-
ment to support the design of business processes, the control
of efficiency, and the management of potential financial
issues. A clear benefit of these activities has been increased
control consciousness and higher awareness of potential
risks and their consequences.

CORPOR ATE RISK M ANAGEMENT

The Board of Directors is responsible for the overall super-
vision 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 Finance & Audit Committee the Board
assesses and discusses risks on a regular basis in consulta-
tion with the CRO and/or the relevant members of senior
management (see ‘Risk Management’ on pp. 122‒125).

Additional Group Management tools include strategic plan-

ning together with its breakdown into business and opera-
tional planning.
 OPERATIONAL REVIEW
98 CORPORATE GOVERNANCE
EXECUTIVE MANAGEMENT
EXECUTIVE M ANAGEMENT BOARD
The Group’s Executive Management Board (EMB) is respon-
sible 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.
Comprising four members under the leadership of the CEO,
Gilbert Achermann, the EMB includes: CFO Beat Spalinger,
who heads Finance & Operations, Dr Sandro Matter, who
heads Products, and Franz Maier, who heads Sales.
GILBERT ACHER M ANN
Swiss (born 1964), President & CEO (until the AGM 2010)
Please see p. 92 for curriculum vitae.
BEAT SPALINGER
Swiss (born 1958), CFO, Executive Vice President
Finance & Operations (President and CEO as of the AGM 2010)
Beat Spalinger holds a Master in Economics and Business
Administration from HWV in Zurich, and is an alumnus of
the Advanced Management Program at Harvard University,
Boston, USA. From 1986 to 1999, Mr Spalinger worked for
KPMG Zurich. In 1993, he became a Partner of KPMG and di-
rected the Corporate Finance Department. He left in 1999 to
become CFO of Flughafen Zürich AG (Unique), the operating
company of Zurich International Airport. In the course of his
nine-year tenure at Unique, he oversaw the Accounting,
Controlling, Treasury, Airport Charges and Legal Depart-
ments as well as Risk Management and Corporate Supply
Management. He was also Managing Director for all inter-
national projects, including the financing and construction
of new airports in Asia and Latin America.
Beat Spalinger joined Straumann in September 2008 as
CFO and has been appointed President and CEO with effect
of the 2010 Shareholders’ AGM.
FR ANZ M AIER
German (born 1965), Executive Vice President Sales
Franz Maier holds a degree in Business Administration from
Passau University in Germany. Mr Maier worked for the
Wella Group for 14 years, and for the consumer goods giant
Procter & Gamble (P&G) for four years. He held managerial
positions of increasing responsibility in Product Manage-
ment, Strategic Management and Sales. He spent two years
as Marketing Director of Wella France, was Managing Direc-
tor of P&G Professional Care in Italy, Corporate Senior Vice
President and Regional Manager of Professional Care, and
Head of Global Export Operations at the company’s interna-
tional headquarters in Geneva. Franz Maier joined Strau-
mann in 2007 as Head of Sales.
DR SANDRO M AT TER
Swiss (born 1964), Executive Vice President Products
Sandro Matter completed a professional apprenticeship at
Ciba-Geigy, followed by the Swiss Federal Matura. After earn-
ing a Master’s degree in organic chemistry from the Swiss
Federal Institute of Technology in Zurich, he gained a PhD in
materials sciences from the same institution. His business ca-
reer began at Synthes-Stratec, where he was responsible for
biomaterials product management and development from
1997 to 2002. He was also a co-founder of Kuros Therapeutics.
Dr Matter joined Straumann in 2002 as Head of the Biologics
and Research Division and became Head of the Products Divi-
sion in 2005. He was appointed to his current position at the
end of 2006.
CHANGES IN THE EXECUTIVE M ANAGEMENT BOARD IN 2010
As announced in August 2009, Gilbert Achermann has
been nominated by the Board to succeed Dr h.c. Rudolf
Maag as its Chairman, subsequent to the AGM in March
2010. Beat Spalinger, current Chief Financial Officer & EVP
of Operations will then take over as CEO, and Wolf-Ruediger
Daetz, who will join Straumann from Siemens in March
2010, will fill Mr Spalinger’s current position.
 OPERATIONAL REVIEW
CORPORATE GOVERNANCE 99

EXECUTIVE MANAGEMENT BOARD

Beat Spalinger Gilbert Achermann

Franz Maier Dr Sandro Matter

EXECUTIVE M ANAGEMENT GROUP SUPERVISORY/CONSULTING/POLITICAL FUNCTIONS

The EMB is supported by an Executive Management Group
(EMG), which is responsible for driving and implementing
business strategy globally and regionally. As of 31 December
2009, the EMG comprised 14 members: the four Regional
Sales Heads, the respective Heads of Global CADCAM and
Regenerative Sales, the Head of Customer Marketing, the re-
spective Heads of the Surgical and Prosthetics Business
Units, the Head of Production, the Head of Group Control-
ling, the Head of Human Resources, the General Counsel and
the Head of Business Development&Licensing.
Gilbert Achermann is a member of the Board of Directors and
Board of Trustees of the ITI. In January 2009, Mr Achermann
accepted an appointment to the advisory board for interna-
tional cooperation of the Canton of Basel City.
In 2008, Dr Sandro Matter became a member of the Industrial
Advisory Board (IAB) for the Department of Mechanical &
Process Engineering (D-MAVT) of the ETH Zurich. Besides Mr
Achermann and Dr Matter none of the members of the Execu-
tive Management Board:
 OPERATIONAL REVIEW
100 CORPORATE GOVERNANCE

• perform any activities in governing or supervisory bodies AUDITORS

of significant foreign or domestic organizations, institutions
or foundations under private or public law
• hold any permanent management or consultancy function
for significant domestic or foreign interest groups
• hold any official function or political post.
M ANAGEMENT CONTR ACTS
The Board of Directors and the Executive Management
Board run the business directly. They have not delegated
any managerial powers to persons or companies outside
Straumann.
The Shareholders’ General Meeting elects and appoints the
Group’s external auditors on an annual basis. In March 2009,
PricewaterhouseCoopers AG (PwC), Basel, was re-elected for a
fifth consecutive year as the auditor and Group auditor of
Straumann Holding AG. The auditor in charge was Thomas
Brüderlin, Swiss Certified Public Accountant, who took over
the mandate in 2005.
The worldwide fees paid to the auditors PwC are as follows:
(in CHF 1 000) 2009 2008

Tax consultancy 1 488 ----------

INTERNAL MANAGEMENT DEVELOPMENT Legal 229 ----------
In 2009, Straumann continued the roll-out of its Strategic Other* 211 ---------
Management Development System (SMD) program which Total non-audit fees 1 928 2 811
was initiated in 2008 to assess, develop and deploy key
people. The Group’s goal is to fill at least 50% of key man- Total audit fees 1 039 1 106
agement positions with internal candidates. For further in- Total 2 967 3 917
formation on the Company’s SMD program please refer to
* ‘Other’ refers mainly to quality management consultancy.
pp. 62‒65.
The Board of Directors supervises the external auditors
COMPENSATION AND SHAREHOLDINGS through the Finance & Audit Committee, which met five
The compensation and equity holdings and the basic princi- times in 2009. The external auditor participated in one of
ples and elements of the programs determining the com- these five meetings.
pensation and equity holdings of the Members of the Board
of Directors and the Executive Management Board and their INFORMATION POLICY
related parties are disclosed in the Compensation Report on Straumann is committed to a policy of open, transparent
pp. 104-113 and also on p. 199. and continuous information. In accordance with the rules of
the SIX Swiss Exchange, Straumann publishes detailed sales
CHANGES IN CONTROL AND DEFENSE MEASURES figures on a quarterly basis as well as annual and half-yearly
The Articles of Association of Straumann Holding AG do not reports. Detailed information is provided at the Sharehold-
contain provisions for opting out or opting up. There are no ers’ General Meeting. The agenda, a summary of the meeting
provisions for changes in control regarding Members of the and the minutes are published on the company’s website.
Board of Directors, the Executive Management Board, or oth- Where necessary or appropriate, the company also publishes
er Management staff. Furthermore, there are no change-of- additional information on significant events.
control clauses included in agreements and schemes bene-
fiting members of the Board of Directors and/or the The CEO, CFO, Head of Investor Relations and Head of Corpo-
Executive Management Board or other Management staff. rate Communication are responsible for communication with
 OPERATIONAL REVIEW
CORPORATE GOVERNANCE 101

investors and representatives of the financial community,
media and other stakeholders. In addition to personal con-
tacts, discussions, and presentations in Europe, North
America, and Asia, Straumann held two financial results
conferences for the media and analysts in 2009, each at-
tended by around 50 participants. Both of these conferences
were transmitted live on the internet and by conference call.
In addition, Straumann held three teleconference presenta-
tions for the media and analysts each attended by approxi-
mately 100 participants. An ‘Investor Relations Day’ was
hosted in Basel over two days in November. In addition to
presentations by top management on the company’s vision
of value creation, participants were able to visit Straumann
facilities and to hear presentations by independent experts.
The presentation slides used for all these events are pub-
lished on the company’s website and recordings are avail-
able for a limited period. Several nonfinancial media events,
including a ’Media Day’ were held during the year.
land, according to the HarbourClub-BILANZ ratings. This
recognizes and encourages the company`s efforts to pro-
vide stakeholders with in-depth, transparent and accurate
reporting.
CALENDAR
Straumann’s calendar of reporting dates and investor rela-
tions events planned for 2010 can be found on pp. 213‒214
and is also published and updated on the investor pages of
the company’s website. Further information can also be ob-
tained from investor.relations@straumann.com.
RESEARCH ON STR AUM ANN
Research analysts from 23 banks and national institutions
cover developments at the Straumann Group and are listed
on p. 213 of this report as well as on the Straumann website.

Straumann also frequently publishes media releases and

briefing documents, which are archived and available from
the company’s website: www.straumann.com. The compa-
ny offers a media release subscription service via its web
site and takes care to ensure that media releases relevant to
investors are disseminated broadly and in a timely manner
according to the rules of the SIX Swiss Exchange and with
due regard for the principles of fair disclosure.

The company does not update its releases, reports and pre-
sentations, which means that the information they contain
is only valid at the time of publication. Straumann advises
against relying on past publications for current informa-
tion. The company publishes its audited annual report to-
REFERENCES/FOOTNOTES
gether with its full year results in February. This report, 1 In 2009, Vischer received fees amounting to CHF 47 477.55
which is available online and in print both in English and (CHF 126106 in 2008) for legal and tax consultancy services.
All transactions with Vischer are based on standard commercial
German, meets best practices and for the past three years
contracts concluded at arm’s length. See also Note 28 of the
has ranked among the top six best annual reports in Switzer- audited consolidated Financial Statements on p.180.