CORPORATE GOVERNANCE

Principles 81

Group structure and shareholders 81

Capital structure 82

Board of directors of Straumann Holding AG 83

Information and control instruments vis-à-vis the executive management 92

Executive management board 93

Shareholders’ participation rights 104

Changes of control and defense measures 105 External auditors 105 TOGETHER STRONG Information policy 106 # HIGHLIGHTS SHAREHOLDER MANAGEMENT SUSTAINABILITY CORPORATE COMPENSATION FINANCIAL APPENDIX LETTER COMMENTARY REPORT GOVERNANCE REPORT REPORT 81 Principles

PRINCIPLES

The principles and rules of the Straumann Group’s basis of the Group’s corporate governance disclo- Name Straumann Holding AG corporate governance are laid down in the Articles sures, which comply with the Directive on Informa- Domicile Peter Merian-Weg 12, 4052 Basel, Switzerland of Association, the Organizational Regulations tion relating to corporate governance published by including the charters of the Board Committees, the SIX Swiss Exchange, where Straumann’s shares Listed on SIX Swiss Exchange the Code of Conduct and various internal policies, have been traded since the company’s initial public Valor number 1228 007 e.g. on quality, IT, internal information and suppli- offering in 1998. ISIN CH 0012 280 076 ers as well as employee regulations. They are the Ticker symbol STMN LEI number 50670046ML5FIM60Z37 Market CHF 16.4bn Capitalization

GROUP STRUCTURE AND SHAREHOLDERS

The Straumann Group is headquartered in Basel. NON-LISTED GROUP COMPANIES The sale of shares by the Capital Group Companies, Its products and services are sold in more than 100 The Group has partnered with and invested in a Inc., Los Angeles, California, USA, reducing its countries through its various distribution subsidiar- number of companies to support its strategic ­holding to less than 3%. Details of the transaction ies and through third-party distributors (see world- ambition of becoming a total solution provider in were published on the SIX Swiss Exchange online wide locations). The subsidiary management is esthetic dentistry and targeting unexploited reporting platform. responsible for managing the local daily business. growth markets and segments. A list of the As laid down in the Organizational Regulations, the ­subsidiaries, associates and joint ventures of the CROSS-SHAREHOLDINGS respective Regional Sales Head, the CFO and the ­Straumann Group as of 31 December 2020 can be The Group does not have, and has not entered into, Chief Legal Officer are usually members of the found in Note 9.5 of the audited consolidated any cross-shareholdings with other companies supervisory body of the subsidiaries. Details of the financial statements on p. 170 f. relating to equity or voting rights. Group’s business segments can be found in Note 3.1 of the Audited Consolidated Financial State- SIGNIFICANT SHAREHOLDERS ments on p. 143 ff. The major shareholders on 31 December 2020 are

2020 Annual Report listed in the table on the following page, which is LISTED COMPANIES based on shareholdings recorded in the share regis- Straumann Holding AG, the ultimate parent com- ter and notifications on theSIX Swiss Exchange pany of the Group, is listed in the main segment of online reporting platform. In 2020, the Group the Swiss stock exchange. No other company of the reported the following transaction according to Group is listed on a stock exchange. Art. 20 of the Federal Act on Stock Exchanges and

Straumann Group Straumann Securities Trading (Stock Exchange Act, SESTA): HIGHLIGHTS SHAREHOLDER MANAGEMENT SUSTAINABILITY CORPORATE COMPENSATION FINANCIAL APPENDIX LETTER COMMENTARY REPORT GOVERNANCE REPORT REPORT 82 Capital Structure

CAPITAL STRUCTURE

In April 2020, 27 840 conditional shares were Capital structure Shareholdings on 31 December 2020 ­converted into ordinary shares. There have been no in CHF 1 000 by segment in % further changes in the share capital in the past 31 Dec 31 Dec 31 Dec Major shareholders three years. On 31 December 2020, the share 2020 2019 2018 (private) ­capital was composed of: Equity 1 209 943 1 367 222 1 204 320 28.5 Major shareholders • 15 906 824 registered shares, fully paid in, each (institutional) 34.8 with a nominal value of CHF 0.10 Reserves (333 346) (194 447) (157 503) Institutional Retained earnings 15 36 490 1 556 272 1 356 839 shareholders • Conditional capital of CHF 25 612, divided into Private individuals Non-controlling 5 209 3 809 3 396 256 115 conditional shares, each with a nominal 9.1 Non-registered & intererests undisclosed value of CHF 0.10, which relates to 1.61% of the 7.3 existing share capital. Ordinary share capital 1 591 1 588 1 588 20.3 (fully paid in) Conditional share capital 26 28 28 The Group’s conditional share capital is approved for an unlimited period for use in employee equity Authorized share capital 0 0 0 participation plans (see Compensation Report Number of 15 906 824 15 878 984 15 878 984 Major shareholders p. 113 and Note 8.3 of the Financial Report on registered shares in % p. 166 f.). Straumann Holding AG has no authorized Treasury shares 0.09% 0.09% 0.29% 31 Dec 31 Dec share capital and no category of shares other than (% of total) 20201 20191 registered shares. There are no restrictions on the Nominal value 0.10 0.10 0.10 Dr h.c. Thomas Straumann 16.9 16.9 transferability of the shares. per share (in CHF) (Vice Chairman of the Board) Registration restrictions None None None Dr h.c. Rudolf Maag 11.2 11.5 The Group has not issued any financial instruments (participation certificates, dividend-right certifi- Voting restrictions/ None None None BlackRock Inc. (concern)2 7.3 7.3 Voting privileges cates, warrants, options or other securities grant- Simone Maag de Moura Cunha 3.7 3.7 Opting-out, opting-up None None None ing rights to Straumann shares) other than the Gabriella Straumann 3.0 3.0 ­Performance Share Units granted to certain 2 employees as a compensation component (see The Capital Group Companies, Inc. n/a 3.0 p. 115 f. for details), and a CHF 280 million domes- TOTAL 42.1 45.4 tic straight bond issued in 2020 and due on 3 Octo- 1 Or at last reported date if shareholdings are not registered in the 2020 Annual Report ber 2023 and a CHF 200 million domestic straight share register. bond issued in 2020 and due on 3 October 2025 2 Not or only partially registered in the share register. (see Note 7.2 on p. 157 f. for details). Straumann Group Straumann HIGHLIGHTS SHAREHOLDER MANAGEMENT SUSTAINABILITY CORPORATE COMPENSATION FINANCIAL APPENDIX LETTER COMMENTARY REPORT GOVERNANCE REPORT REPORT 83 Board of Directors

BOARD OF DIRECTORS OF STRAUMANN HOLDING AG

GILBERT ACHERMANN Vitra Group, a family-owned furniture and retail Non-executive member company; Chairman of the Siegfried Group, a listed Swiss (born 1964) pharma service company, and Vice Chairman of the Chairman of the Board since 2010, Board Member Moser Group, a privately owned luxury watchmak- since 2009 ing company. He started his professional life at UBS in Investment Banking in 1988. Other main activities in 2020: Member of the Qualifications: Executive MBA from IMD; Board of Julius Bär Group (Nomination and Com- ­Bachelor’s degree from the University of Applied pensation Committee), Vifor Pharma (Audit Com- Science (HWV) in St. Gallen. mittee Chair), Ypsomed (Compensation Commit- Key attributes for the Board: Mr Achermann repre- tee), Swiss Medtech Association, Basel Chamber of sents continuity, stability and credibility among the Commerce (HKBB), International Team for Implan- various stakeholders. The Board benefits from his tology (ITI) 1, Basel, Supervisory Board Member of extensive knowledge of the dental industry as well IMD (Audit Committee Chair), Lausanne. as the deep experience and insight gained from Career highlights: From 2002 to 2010, he was CEO directorships in other industries. of Straumann, which he joined as CFO in 1998. Later he served as Chairman and Co-CEO of the 1 For relationship to Straumann see Note 9.4 on p. 169.

DR H.C. THOMAS STRAUMANN majority owner and Chairman; the Grand Hotel Les Non-executive member Trois Rois, Basel, of which he is the owner and a Swiss (born 1963) Board Member and the equestrian event company Member of the Board, Member of the Technology CSI Basel AG, of which he is Chairman. He has a & Innovation Committee, Board Member diverse portfolio of interests, including not-for-profit since 1990 activities. Qualifications: Trained in precision engineering; Other main activities in 2020: Board memberships: studies at Basel Management School and the Centervision AG (Chairman), CSI Basel Horse Event ­Management & Commercial School of Baselland; AG (Chairman), Medartis AG (Chairman) and Grand honorary doctorate from the Medical Faculty of Hotel Les Trois Rois, Basel (owner and Board the University of Basel.

2020 Annual Report member). Key attributes for the Board: Major shareholder of Career highlights: Thomas Straumann was respon- Straumann Holding AG and the Board’s longest- sible for establishing the new Institut Straumann AG serving member. He complements the Board with in 1990 and was both CEO (–1994) and Chairman his understanding of the dental and medical device (–2002). Further examples of his success as an entre- industries through personal management experi- preneur and businessman are the medical device ence and various shareholdings.

Straumann Group Straumann company Medartis AG, of which he is the founder, HIGHLIGHTS SHAREHOLDER MANAGEMENT SUSTAINABILITY CORPORATE COMPENSATION FINANCIAL APPENDIX LETTER COMMENTARY REPORT GOVERNANCE REPORT REPORT 84 Board of Directors

MONIQUE BOURQUIN region from 2012 to 2016. She also held board Non-executive member mandates in Promarca, various Unilever internal Swiss (born 1966) companies and two Unilever pension funds. Member of the Audit & Risk Committee and the Qualifications: Degree in economics and finance Human Resources & Compensation Committee, from St. Gallen University. Board Member since 2017 Key attributes for the Board: In addition to her board experience in other companies, Monique Other main activities in 2020: Member of the Bourquin has a strong track record in general man- Boards of Emmi AG, Kambly Holding AG, Weleda agement, finance, marketing, distribution and lead- AG. President of Promarca (Swiss branded goods ership gained from her career in the international association), Board Member of GfM (Swiss market- consumer goods industry. ing association), Member of the Board of trustees Monique Bourquin has decided not to stand for of Swisscontact (NGO), lectures in the Executive ­re-election to the Board at the 2021 AGM. MAS program of the Swiss Federal Institute of Technology (ETH), Zurich. Career highlights: Having worked with PWC, ­Rivella and Mövenpick, Monique Bourquin joined Unilever in 2002. After four years as a Country Manager from 2008 to 2012, she became CFO for the GAS

DR SEBASTIAN BURCKHARDT Qualifications: Studies in Economics and Law; PhD Non-executive member in Law from Basel University; admitted to the Bar Swiss (born 1954) of Switzerland; Civil law notary in Basel; admitted Member of the Audit & Risk Committee, Board to the New York Bar following studies at New York Member since 2002 University School of Law. Key attributes for the Board: Dr Burckhardt is an Other main activities in 2020: Partner at Vischer independent specialist in corporate and commer- AG, Law firm in Basel, Zurich and Geneva, Member cial law and in mergers, acquisitions, joint ­ventures, of the Boards of Dolder AG, Grether AG, Jungbunz­ licensing, distribution and technology agreements. lauer Holding AG and persona service AG. His knowledge includes many years of experience Career highlights: After a year with Davis Polk & on corporate boards. Wardwell in New York in 1985, Sebastian Burck-

2020 Annual Report hardt joined Gloor Schiess & Partners, a predeces- sor firm of Vischer AG, where he advises family owned businesses in the life sciences, banking and distribution fields. Straumann Group Straumann HIGHLIGHTS SHAREHOLDER MANAGEMENT SUSTAINABILITY CORPORATE COMPENSATION FINANCIAL APPENDIX LETTER COMMENTARY REPORT GOVERNANCE REPORT REPORT 85 Board of Directors

MARCO GADOLA CEO Asia/Pacific. Prior to his first term at Non-executive member ­Straumann, he spent five years at Hero, where he Swiss (born 1963) was CFO and responsible for IT and Operations. Chair of the Technology & Innovation Committee, Previously, he spent nine years at Hilti in senior Board Member since 2020 commercial, sales and finance positions. ­Earlier in his career, he worked for Sandoz International Ltd, Other main activities in 2020: Chairman of the as an Audit Manager and Swiss Bank Corporation Boards of DKSH Holding AG and WS Audiology Ltd, in Corporate Finance. Vice Chairman of the Calida Group, Board member Qualifications: Degree from Basel University in of Medartis, Tally Weijl, Thommen Group and business administration and economics; various AVAG. He also runs his own company focusing on programs at the London School of Economics, IMD cultural transformation support and executive in Lausanne and INSEAD in Paris. coaching. Key attributes for the Board: Having served many Career highlights: During his tenure as CEO from years as CEO and formerly as CFO of Straumann, 2013 to 2019, the Straumann Group doubled its Marco Gadola, has in depth knowledge of the revenue, more than doubled its profits and more ­company, the industry and its competitors. Marco than tripled its workforce. He rejoined Straumann also brings a wealth of experience from other in 2013 as CEO, having previously served as CFO ­companies and industries and has worked in many and EVP Operations from 2006 to 2008. He spent different geographies around the world all of the interim years at Panalpina, as CFO and Regional which is highly valuable.

having worked for Pfizer, McKinsey and Procter & JUAN JOSÉ GONZALEZ Gamble across various continents. Non-executive member Qualifications: MBA from Notre Dame University, Peruvian/US citizen (born 1972) USA; Master’s Degree in Technology Management Member of the Technology & Innovation from Columbia University, New York, USA; Bache- ­Committee, Board member since 2019 lor’s Degree in Industrial Engineering from Lima University, Peru. Other main activities in 2020: Chief Executive Key attributes for the Board: Mr Gonzalez is an ­Officer at Ambu. expert in the medtech and consumer-health Career highlights: Before joining Ambu, Juan José ­sectors with a deep knowledge of global markets, Gonzalez served as President of Johnson & John- healthcare systems and technology. He has multi-

2020 Annual Report son’s orthopedic business, DePuy Synthes, in the national experience and is skilled in strategy, US and as Chair of the Orthopedics Sector of ­execution, talent development and mentoring. AdvaMed in the US. Prior to this, he headed DePuy Synthes EMEA and was Vice President of J&J’s Enterprise Program Office. Previously, he has held positions in global/regional management in J&J’s

Straumann Group Straumann consumer health business. He joined J&J in 2007 HIGHLIGHTS SHAREHOLDER MANAGEMENT SUSTAINABILITY CORPORATE COMPENSATION FINANCIAL APPENDIX LETTER COMMENTARY REPORT GOVERNANCE REPORT REPORT 86 Board of Directors

DR BEAT LÜTHI Analytics to lead and further develop the company Non-executive member as an entrepreneur. Swiss (born 1962) Qualifications: PhD in Engineering from the Swiss Chair of the Human Resource & Compensation Federal Institute of Technology (ETH), Zurich, exec- Committee, Board Member since 2010 utive program at INSEAD. Key attributes for the Board: Beat Lüthi combines Other main activities in 2020: CEO and co-owner of entrepreneurship and corporate experience in CTC Analytics AG, Zwingen, Member of the Boards ­different industries, which make him a valuable con- of Inficon Holding AG (Chairman) and Apaco AG. tributor to strategic and operational matters. His Career highlights: Beat Lüthi began his career with scientific background and experience as a CEO, Zellweger Uster AG, a leading manufacturer of Chairman and Board member are of further benefit. quality control equipment in textile production. In 1990, he moved to Mettler-Toledo International Inc and rose to the position of General Manager of the Swiss affiliate. He joined the Feintool Group in 1998 and was its CEO for four years. In 2003, he returned to Mettler-Toledo as CEO of the Labora- tory Division. At the end of 2007, he joined CTC

REGULA WALLIMANN career as an independent financial expert and Non-executive member board member. Swiss (born 1967) Qualifications: Degree in Business Administration, Chair of the Audit & Risk Committee, Member of Economics and Accounting from St. Gallen University, the Human Resources & Compensation Committee management studies at INSEAD, Certified Public Board Member since 2017 Accountant in the US and in Switzerland. Key attributes for the Board: Regula Wallimann Other main activities in 2020: Member of the is an expert in multinational group auditing, Boards of Adecco Group AG (Audit Committee ­financial reporting, risk management and corpo- Chair), Helvetia Holding AG, Swissgrid AG (Finance rate governance. & Audit Committee Chair); Supervisory Board Member of the Institute for Accounting, Control

2020 Annual Report and Auditing at St. Gallen University. Career highlights: Regula Wallimann worked for KPMG from 1993 to 2017. As a Global Lead Partner from 2003 on, she was responsible for several global companies. She was a member of the ­strategic partners committee of KPMG Switzerland

Straumann Group Straumann from 2012 to 2014. In 2017, she started a new HIGHLIGHTS SHAREHOLDER MANAGEMENT SUSTAINABILITY CORPORATE COMPENSATION FINANCIAL APPENDIX LETTER COMMENTARY REPORT GOVERNANCE REPORT REPORT 87 Board of Directors

Board of Directors – Competence matrix

Executive Finance, Compliance, Capital Core industry Transferable International Digitalization, Strategy, HR, Board Sustainability experience audit, risk regulatory, markets, experience expertise in business technology business compensation governance management legal M&A (dental) related experience transfor­ industries mation G. Achermann

T. Straumann

M. Bourquin

S. Burckhardt

M. Gadola

J.J. Gonzalez

B. Lüthi

R. Wallimann

The Board comprised eight non-executive mem- Shareholders’ General Meeting for a term of one were appointed to chair the Audit & Risk, Human bers in 2020. Having served on the Board since year. Re-election is permitted until the age of 70. Resources & Compensation and Technology & Inno- 2010 and most recently as ­Chairman of the Com- vation Committees, respectively. pensation Committee, Ulrich Loser decided not to If the position of Chairman or a position in the stand for re-election in 2020. The company would Human Resources & Compensation Committee INDEPENDENCE OF BOARD MEMBERS like to thank him sincerely for his many contribu- falls vacant, the Board appoints a replacement Mr Gadola served as the Group’s CEO until the end of tions over the years and wishes him all best for the from among its own members for the remaining 2019. None of the other current members has been a future. To fill the gap left by his departure, Marco term of office. member of the Executive Management of any of the Gadola was elected to the Board at the 2020 Group’s companies during the past three years nor had ­General Shareholders Meeting. Apart from this, the At the 2020 AGM, all of the existing Board members any significant business connections withStraumann ­ composition of the Board of Directors remained standing for re-election and the Chairman were re- Holding AG or any of its subsidiaries in 2020. unchanged in 2020. elected and Marco Gadola was elected as new Board member. Monique Bourquin, Beat Lüthi and Petra Rumpf will be nominated for election to The Directors are all Swiss citizens with the excep- Regula Wallimann were elected to the Human Board of Directors at the AGM in April 2021, allow- tion of Juan José Gonzalez, who has Peruvian and Resources & Compensation Committee. Following ing Straumann to continue benefitting from her

2020 Annual Report US citizenship. The average age of the Board the AGM, the Board appointed Beat Lüthi as its Vice insights, network and expertise (see p. 91). She ­Members at year-end was 56. Chairman, and Monique Bourquin, Sebastian Burck- served as a member of the Group’s Executive Man- hardt and Regula Wallimann as members of the agement until the end of 2020. Her election would ELECTIONS AND TERM OF OFFICE Audit & Risk Committee, and Marco Gadola, Juan add a second member to the Board who has served The members of the Board, the Chairman, and the José Gonzalez, Beat Lüthi and Thomas Straumann­ as as an executive of the Straumann Group during the members of the Human Resources & Compensa- members of the Technology & ­Innovation Commit- past three years. For details on her other board

Straumann Group Straumann tion Committee are all elected individually by the tee. Regula Wallimann, Beat Lüthi and Marco Gadola mandates see p. 102. HIGHLIGHTS SHAREHOLDER MANAGEMENT SUSTAINABILITY CORPORATE COMPENSATION FINANCIAL APPENDIX LETTER COMMENTARY REPORT GOVERNANCE REPORT REPORT 88 Board of Directors

Straumann Board of Directors – Memberships in other Boards

Member Commercial enterprise Other entities/Charities Location Function Gilbert Achermann Julius Bär Gruppe AG/Bank Julius Bär & Co. AG 1 CH Board member Ypsomed 1 CH Board member Vifor Pharma 1 CH Board member International Institute for Management Development (IMD) CH Supervisory Board member Basel Chamber of Commerce CH Board member International Team for Implantology (ITI) CH Board member Swiss Medtech CH Board member Thomas Straumann Centervison AG CH Chairman CSI Basel Horse Event AG CH Chairman Grand Hotel Les Trois Rois CH Board member Medartis Holding AG1 & Medartis Group companies CH Chairman Monique Bourquin Emmi AG 1 CH Board member Kambly Holding AG/Kambly SA Spécialités de biscuits suisses CH Board member Swisscontact CH Board member Weleda AG CH Board member Swiss Board Institute CH Adivsory Board member Promarca Schweizerischer Markenartikelverband CH Chairwoman (Swiss branded goods association) GfM Schweizerische Gesellschaft für Marketing CH Board member (Swiss marketing association) Sebastian Burckhardt Amsler Tex AG CH Board member Applied Chemicals International Group AG & group companies CH Board member Dolder AG CH Board member Grether AG & Gretherpark AG & Grether 3 AG CH Board member Immobiliengesellschaft zum Rheinfels AG CH Chairman Jungbunzlauer Holding AG CH Board member 2020 Annual Report persona service AG & personal service GmbH Schweiz CH Board member Fondation Bénina CH Board member Straumann Group Straumann HIGHLIGHTS SHAREHOLDER MANAGEMENT SUSTAINABILITY CORPORATE COMPENSATION FINANCIAL APPENDIX LETTER COMMENTARY REPORT GOVERNANCE REPORT REPORT 89 Board of Directors

Member Commercial enterprise Other entities/Charities Location Function Beat Lüthi APACO AG CH Board member CTC Analytics AG CH CEO & Board member INFICON Holding AG 1 CH Chairman Marco Gadola DKSH 1 CH Chairman Calida 1 CH Vice-Chairman Medartis 1 CH Board member Tally Weijl CH Board member AVAG CH Board member WS Audiology Ltd. DK Chairman Thommen Group CH Board member Schweizerische Management Gesellschaft CH Advisory Board member Swiss American Chamber of Commerce CH Advisory Board member Regula Wallimann Adecco Group AG 1 CH Board member Helvetia Holding AG 1 CH Board member Swissgrid AG CH Board member University of St. Gallen, Institute of Accounting, CH Supervisory Board member Control and Auditiing (ACA-HSG)

1 Publicly listed companies. 2020 Annual Report Straumann Group Straumann HIGHLIGHTS SHAREHOLDER MANAGEMENT SUSTAINABILITY CORPORATE COMPENSATION FINANCIAL APPENDIX LETTER COMMENTARY REPORT GOVERNANCE REPORT REPORT 90 Board of Directors

OTHER ACTIVITIES AND VESTED INTERESTS WORKING METHODS AND ALLOCATION OF TASKS COMMITTEES OF THE BOARD OF DIRECTORS Unless stated in their CVs or in the table above, The Board of Directors meets for one-day meetings The Board of Directors has an Audit & Risk none of the Directors: at least five times a year and as often as business ­Committee, a Human Resources & Compensation • Performed any activities in governing or supervi- requires. In 2020, the full Board held 6 meetings and Committee and, a Technology & Innovation sory bodies of significant foreign or domestic 5 telephone conferences and made 3 circular resolu- ­Committee, each consisting of no fewer than organizations, institutions or foundations under tions. The Audit & Risk Committee held 7 meetings three Board members with relevant background private or public law and 1 telephone conference, the Human Resources and experience. & Compensation Committee met 7 times each and • Held any permanent management or consultancy the Technology & Innovation Committee met once. position for significant domestic or foreign Board Committees (see table on p. 91). The CEO and CFO generally par- interest­ groups ticipate in Board meetings and are occasionally sup- Audit & Human Technology • Held any official function or political post. ported by other members of the Executive Manage- Risk Resources & & Innovation Committee Compensation Committee ment Board (EMB). Dr Andreas Meier, Chief Legal Committee PERMITTED MANDATES OUTSIDE STRAUMANN Officer of the Group, is responsible for the minutes. (PURSUANT TO ART. 12 OAEC) The Board of Directors consults external experts on G. Achermann Chairman Art. 4.4 of Straumann’s Articles of Association specific topics where necessary. states that no member of the Board may perform Dr h.c. T. Straumann Member more than 15 additional mandates (i.e. mandates The Board conducts an annual evaluation of the Vice Chairman in the highest-level governing body of a legal entity performance of the EMB. It also provides mentor- M. Bourquin Member Member required to be registered in the Commercial Regis- ing to the EMB, with the aim of providing execu- Dr S. Burckhardt Member ter or in a corresponding foreign register) in tives with an experienced sparring partner, coach M. Gadola Chair ­commercial enterprises, of which no more than and sounding board for testing ideas and seeking five may be in listed companies. qualified independent opinions. J. J. Gonzalez Member Dr B. Lüthi Chair Member The following are exempt from these restrictions: The Board of Directors has a quorum if a majority R. Wallimann Chair Member • Mandates in enterprises that are controlled by of its members is present. This does not apply to the Group resolutions that require public notarization, which do not require a quorum. Valid resolutions require • Mandates in enterprises that are performed at a majority of the votes cast. In the event of a tie, the instruction of the Group the Chairman of the meeting has the decisive vote. • Mandates in associations, organizations and legal The Board is responsible for the overall strategic entities with a public or charitable purpose, and direction of the Group and its management, the in foundations, trusts, and employee pension supervision of the EMB and financial control.

2020 Annual Report funds. No member of the Board of Directors may It reviews the company’s objectives and identifies perform more than ten such mandates. opportunities and risks. In addition, it appoints/ dismisses the CEO and members of the EMB. Mandates in several legal entities under common The tasks and duties of the Board, as well as control or under the same economic authority are those of the Chairperson and Vice Chairperson, deemed as one mandate. are listed in sections 4.2 and 4.3 of the Organiza-

Straumann Group Straumann tional Regulations. HIGHLIGHTS SHAREHOLDER MANAGEMENT SUSTAINABILITY CORPORATE COMPENSATION FINANCIAL APPENDIX LETTER COMMENTARY REPORT GOVERNANCE REPORT REPORT 91 Board of Directors

AUDIT & RISK COMMITTEE Time (days) spent by Directors at Board/Committee meetings and on company related matters Members: Regula Wallimann (Chair), Monique Bourquin and Dr Sebastian Burckhardt 2020 Meetings Board Audit & Risk Human Resources & Technology & TOTAL DAYS (incl. 5 Telco, 3 Board Committee Compensation Innovation Resolutions) (incl. 1 Telco) Committee Committee HUMAN RESOURCES & G. Achermann 13 8 7 1 70 COMPENSATION COMMITTEE Members: Dr Beat Lüthi (Chair), Monique Bourquin, T. Straumann 12 – 2 1 8 Regula Wallimann M. Bourquin 13 8 7 – 20 S. Burckhardt 13 8 – – 19 TECHNOLOGY & INNOVATION COMMITTEE Members: Marco Gadola (Chair), Dr Beat Lüthi, M. Gadola 9 – – 1 8 Juan José Gonzalez, Dr h.c. Thomas Straumann J.J. Gonzalez 13 – – 1 10 B. Lüthi 13 – 6 1 15 The members of the Human Resources & Compen- R. Wallimann 13 8 5 – 35 sation Committee are elected by the General Meeting for a term of one year. In the event of a vacancy in the Human Resources & Compensation Committee, the Board of Directors appoints the ASSIGNMENT OF RESPONSIBILITIES TO THE PROPOSED NEW BOARD MEMBER replacement from among its own members for the ­EXECUTIVE MANAGEMENT BOARD At the Annual General Meeting of the shareholders remaining term of office. The members and the The Board of Directors has delegated responsibility on 9 April 2021, the Board of Directors will propose chairpersons of both the Audit & Risk Committee for the operational management and sustainable the election of Petra Rumpf as a new Board and the Technology & Innovation Committee are development of the Group to the Chief Executive ­Member. Her track record as a member of the appointed by the Board of Directors. The Human Officer (CEO) and the other members of the EMB. ­Executive Management Board of the Straumann Resources & Compensation Committee For their specific responsibilities, see the charton Group and her qualifications are presented in her constitutes itself. p. 100 and section 5 of the Organizational Regula- CV on p. 102. Her other activities in 2021 include tions. The Board may revoke delegated duties at memberships of the Boards of LimaCorporate in The tasks of each of these committees are listed in any time. Italy, V-Zug Holding in Switzerland and Unilabs their respective charters, which are attached to the in Switzerland. Her key attributes for the Board Organizational Regulations. The Board of Directors The Board of Directors has not delegated any include: extensive knowledge of the dental may establish further committees or appoint indi- ­management tasks to companies or persons ­industry and the Straumann Group, a broad vidual members for specific tasks. ­outside the Group. ­network and strong digital expertise. 2020 Annual Report Straumann Group Straumann HIGHLIGHTS SHAREHOLDER MANAGEMENT SUSTAINABILITY CORPORATE COMPENSATION FINANCIAL APPENDIX LETTER COMMENTARY REPORT GOVERNANCE REPORT REPORT 92 Control Instruments

INFORMATION AND CONTROL INSTRUMENTS VIS-À-VIS THE EXECUTIVE MANAGEMENT

MANAGEMENT INFORMATION SYSTEM INTERNAL CONTROL SYSTEM INTERNAL AUDIT The Group’s Management Information System The Group’s Internal Control System (ICS) is a key The role of the Group’s Internal Audit function is to encompasses management, business and financial instrument for designing business processes, provide independent assurance to the Board of reporting. The information is provided to the Exec- ­measuring progress towards financial goals and Directors that the key risks of the organization are utive Management Board once a month and to the addressing potential financial issues before they under control and to support Management in Board of Directors as a monthly summary and in occur. It also supports the design of business ensuring compliance, operational efficiency and detail on a quarterly basis. ­processes in order to achieve the desired level of control effectiveness across the Group. ­control in terms of efficiency and effectiveness. Straumann operates a state-of-the-art SAP enter- A highly experienced team at KPMG in Basel com- prise resource planning system, which covers 90% The company’s approach is to ensure that internal plemented by local KPMG offices with specific local of all business transactions of the Group’s fully controls are accurate, timely, robust, and receive language skills and expertise executes the Internal consolidated entities. The system links Group appropriate management attention in each Audit missions reporting to the Audit & Risk headquarters directly with all major subsidiary respect. To achieve this, dedicated control tem- ­Committee. In 2020, two internal audits were companies and production sites, including plates are used for each business process to ­performed at local level according to the audit ClearCorrect which switched to SAP on 1 January address major risks. The templates are continu- ­program approved by the Audit & Risk Committee 2021. Anthogyr, Turkey and Russia are due to ously improved. of the Board of Directors. ­follow early in 2022. This system greatly reduces the potential for error or fraud, and enables the In addition, each entity (sales affiliate, production CORPORATE RISK MANAGEMENT Executive and Senior Management to monitor local site or global function) has a designated, trained The Board of Directors is responsible for the overall ­processes and related figures directly, in detail and person or team that is ultimately accountable for supervision of risk management and uses the in real time. the assessment undertaken and the decisions ­Internal Audit function to this end. The Board has ­arising from it. Clear benefits of the ICS include delegated the task of risk management to the In addition, the Board of Directors maintains close enhanced segregation of duties, increased control Chief Risk Officer (CRO), who is also the CFO. contact with the Executive Management and usually­ consciousness and higher awareness of potential Through its Audit & Risk Committee, the Board gains first-hand information through workshops, risks and their consequences. assesses and discusses risks on a regular basis in ­co-travel, site visits and participation in staff meet- consultation with the CRO and/or the relevant ings. Unfortunately (but understandably) many of The ICS program is coordinated by the Group CFO, members of senior management (see p. 49 ff.). the client-facing interactions, on-site visits and who meets with the external auditors on a regular

2020 Annual Report ­co-travels were limited in 2020 due to COVID-19. basis to discuss the status of internal control issues and the status of remediation of control deficien- cies. Internal controls are evaluated annually by the external auditors and by Internal Audit according to an agreed program. Straumann Group Straumann HIGHLIGHTS SHAREHOLDER MANAGEMENT SUSTAINABILITY CORPORATE COMPENSATION FINANCIAL APPENDIX LETTER COMMENTARY REPORT GOVERNANCE REPORT REPORT 93 Executive Management Board

EXECUTIVE MANAGEMENT BOARD (as of 1 January 2021)

GUILLAUME DANIELLOT management of sales, marketing, product develop- French (born 1970) ment, training and education. In both these roles, Chief Executive Officer he was a member of the Corporate Management Group. He joined Straumann’s Executive Manage- Career highlights: Guillaume Daniellot’s career ment Board in 2013 serving as Head Sales Western began in hospital product management, initially at Europe in 2013–16 and Head North America Coloplast and then at B. Braun, as an international (2016–19). He took on his current role as CEO of business unit manager. He switched to the dental the Straumann Group on 1 January 2020. industry in 2001, joining Dentsply France, where he Qualifications: Bachelor’s degree in Physics from became Sales & Marketing Director. He joined the University of Dijon, Master’s in Marketing Straumann in 2007 as Managing Director of from FGE in Tours, Master’s in Business Adminis- ­Straumann France. Two years later, he transferred tration from ESC European School of Manage- to Group Headquarters to become Head of Global ment, Paris. Sales Digital Dentistry. Shortly afterwards he took Other activities: Member of the Board of the ITI 1. over responsibility for Straumann’s Prosthetic ­Laboratory Business Group, including global 1 For relationship to Straumann see Note 9.4 on p. 169.

DR PETER HACKEL Swiss (born 1969) Chief Financial Officer

Career highlights: Peter Hackel rejoined Straumann Qualifications: PhD in Biochemistry and Molecular as CFO in 2014 after three years at Oerlikon Indus- Biology from the Swiss Federal Institute of Tech- trial Group, where he was CFO of the global nology (ETH) in Zurich, studies in Business Adminis- ­segment Oerlikon Drive Systems. He first joined tration at the University of Hagen in Germany. Straumann in 2004 in a project management and Other activities: Member of the Board of Directors business development role and rose to become of Georg Fischer AG, and Member of the Board of Head of Group Controlling and member of the the Swiss Association of Chief Finance Officers.

2020 Annual Report ­Corporate Management Group. Prior to his first tenure at Straumann, he spent three years at Geistlich Biomaterials as Director of Marketing & Sales Orthopedics and two years at McKinsey & Company as a consultant. Straumann Group Straumann HIGHLIGHTS SHAREHOLDER MANAGEMENT SUSTAINABILITY CORPORATE COMPENSATION FINANCIAL APPENDIX LETTER COMMENTARY REPORT GOVERNANCE REPORT REPORT 94 Executive Management Board

WOLFGANG BECKER German (born 1966) Head Distributor and Emerging Markets EMEA (as of 2021 including Sales Central and Eastern Europe)

Career highlights: Wolfgang Becker began his Qualifications: Commercial Apprenticeship plus a ­professional career at Straumann in 1986 and held number of business school diplomas including that a series of managerial positions of increasing of the St. Gallen Management Center. responsibility in the company’s German subsidiary, becoming Head of Human Resources in 1991, Head of Marketing in 2000, and General Manager of Straumann Germany in 2001. He served on Strau- mann’s Executive Committee as Head of Sales Europe from 2005 to 2006. His responsibilities then focused on the company’s business in Central and Eastern Europe and distributor markets. In 2013, he rejoined the Group’s Executive Management Board as Head Sales Central Europe & Distributors EMEA.

CAMILA FINZI Brazilian (born 1972) Head Orthodontics Business Unit

Career highlights: Camila Finzi joined Straumann in Qualifications: Bachelors’ degree in Economics January 2020 from Alcon, the world’s largest eye- from Fundação Armando Álvares Penteado Univer- care device company, where she was responsible for sity, São Paulo; MBA from Fundação Dom Cabral the Latin America and Caribbean Region. From 2004 Business School; Executive Education program at to 2013, she worked for Alcon’s parent company, Harvard University. Novartis, rising through managerial positions of increasing responsibility in Marketing and Sales to

2020 Annual Report business-unit and regional leadership. Prior to ­joining Novartis, she spent four years at Pfizer, ­initially in Finance and subsequently in senior ­pharmaceutical product management. The first six years of her career were in Finance at Cargill and Arthur Andersen. Straumann Group Straumann HIGHLIGHTS SHAREHOLDER MANAGEMENT SUSTAINABILITY CORPORATE COMPENSATION FINANCIAL APPENDIX LETTER COMMENTARY REPORT GOVERNANCE REPORT REPORT 95 Executive Management Board

HOLGER HADERER German (born 1969) Head Marketing & Education

Career highlights: Prior to joining the EMB in his Qualifications: Degree in Economics from Baden- ­current role at the beginning of 2020, Holger Wuerttemberg Cooperative State University Haderer very successfully managed the Group’s (DHBW). ­largest European business, in Germany, for three years. He spent the previous seven years as Head Marketing & Sales Western Europe, including an ­ad-interim stint of 14 months as Country Manager of Straumann­ France. He joined Straumann in 2006 as Head of Marketing & Education in Germany and became Head of Market­ Management Dental Labs in 2008. He began his career in 1991 at Sulzer ­Medica in product management,­ marketing and sales.

MARK JOHNSON US citizen (born 1958) Head Research, Development & Operations

Career highlights: Mark Johnson joined the Qualifications: BSc in Mechanical Engineering from ­Straumann Group on 1 May 2020 from Epredia the University of Washington; graduated in the (a former division of Thermo Fisher Scientific that Management Program at Foster School of Business was acquired by KKR in a carve-out transaction), at the same university; Six Sigma Green Belt and where he was responsible for global operations Certified Lean Expert. since 2016. He spent the previous 10 years with Medtronic with responsibility for Operations and Supply Chain. From 2003 to 2006, he worked for

2020 Annual Report Philips Electronics Oral Healthcare (Sonicare), prior to which he held senior managerial positions in two manufacturing firms serving the medical device and computer industries. Straumann Group Straumann HIGHLIGHTS SHAREHOLDER MANAGEMENT SUSTAINABILITY CORPORATE COMPENSATION FINANCIAL APPENDIX LETTER COMMENTARY REPORT GOVERNANCE REPORT REPORT 96 Executive Management Board

PATRICK LOH Malaysian (born 1967) Head Sales Asia/Pacific

Career highlights: Patrick Loh joined the Straumann Qualifications: Studies in marketing in Malaysia; Group in his current role in 2017, having spent the Executive MBA from Olin Business School, Wash- previous three years with Haemonetics Corporation, ington University, USA; Executive Programs at a global provider of blood/plasma supplies and INSEAD, Singapore and Babson College, USA. ­services, where he was President of the Asia/Pacific Other activities: Chairman of the Essence & DM region and a member of the Corporate Operating Dental Industry Investment Partnership, a private Committee. His career spans thirty years in the equity fund addressing the dental sector in China. medical device and life science sectors with multi- nationals including Thermo Fisher Scientific, Kinetics Concepts and B.Braun. Starting in product manage- ment, he rose through general country manage- ment to regional leadership, establishing a strong track record of commercial success and strategic business growth. He has spent most of his career based in China and Hong Kong.

DIRK REZNIK German/Swiss (born 1966) Head Digital Business Unit

Career highlights: Dirk Reznik joined the Qualifications:Degree in Business Administration ­Straumann Group in 2020. He is an experienced from the University of Paderborn, CAS HSG executive with a proven international track record ­(Certified Director for Board Effectiveness) Univer- in electronic consumer products and digital ecosys- sity of St. Gallen. tems. He joined Straumann from the Vorwerk Other activities: Member of the Boards of Amor Group, where he was CEO of its largest division, Holding in Germany, Gilde Management Buy Thermomix, for 9 years. Mr Reznik began his career out in Switzerland, and Moguntia Food Group at Vorwerk in 1993 and progressed through posi- in Switzerland.

2020 Annual Report tions of increasing responsibility in marketing, business development, country management and divisional leadership. Straumann Group Straumann HIGHLIGHTS SHAREHOLDER MANAGEMENT SUSTAINABILITY CORPORATE COMPENSATION FINANCIAL APPENDIX LETTER COMMENTARY REPORT GOVERNANCE REPORT REPORT 97 Executive Management Board

ALASTAIR ROBERTSON British (born 1960) People Management & Development

Career highlights: Before taking on his current role Military Forces gaining his Officer’s Commission at at Straumann in mid 2019, Alastair Robertson the Royal Military Academy Sandhurst before served as Chief HR/People Officer and Member of ­serving in the Royal Engineers including in the the Executive Board in each of his three previous ­Falklands as Head of the Joint Services Bomb companies: Kingfisher Plc (2016–19), C&A ­Disposal Unit. ­(2014–16) and Panalpina (2007–14). In his last role Qualifications: MBA from Huddersfield University, at Kingfisher he also held overall commercial Commendation from IMD, Lausanne, Chartered responsibility for their Spanish business, Brico ­Fellow of the Institute of Personnel and Develop- Depot. Prior to this, he spent 11 years with Tetra ment (FCIPD). Pak in senior HR positions and in line management, and then in training and development with W.H. Smith and Graham Builders Merchants in the UK. He has considerable international experience, hav- ing lived and worked extensively on all continents. He began his professional career in the British

AURELIO SAHAGUN Spanish/US citizen (born 1973) Head Sales North America (as of 2021)

Career highlights: Aurelio Sahagun joined Qualifications: Bachelors’ degree in Economics ­Straumann having most recently served as from the Autonomous University of Madrid, MBA ­President of the Orthopedics Division for the from HEC School of Management in France. ­multinational medtech firm Microport Scientific. Before joining them in 2014, he spent seven years at Wright Medical Technology in the Netherlands, ­initially in finance and subsequently in senior sales and regional management positions. Prior to his

2020 Annual Report medtech career, he spent six years in the finance and banking industry. Straumann Group Straumann HIGHLIGHTS SHAREHOLDER MANAGEMENT SUSTAINABILITY CORPORATE COMPENSATION FINANCIAL APPENDIX LETTER COMMENTARY REPORT GOVERNANCE REPORT REPORT 98 Executive Management Board

MATTHIAS SCHUPP German (born 1964) Head Sales Latin America, CEO of Neodent

Career highlights: Matthias Schupp joined ­Straumann Qualifications: Graduated from the German/­ from Procter & Gamble in 2007 as Regional Manager, Brazilian High School in Rio de Janeiro; on-the-job Western Europe. In 2013, he was appointed Head of training in management and business administration Sales LATAM and joined the management of Neodent, through professional development programs at of which he became CEO early in 2015. He joined Merck and P&G. Straumann’s Executive Management Board at the beginning of 2016. He began his career in marketing and customer service with Merck KGaA, the German pharmaceutical, fine chemicals and diagnostics com- pany, and rose through country management to the position of Regional Manager Latin America and USA. He moved to Wella in 2000 as Managing Director of the business in Russia and became Managing Director Professional Care Portugal in 2004, following­ the acquisition of Wella by P&G.

ROBERT WOOLLEY US citizen (born 1976) Head Sales Western Europe (as of 2021); Head Sales North America (2020)

Career highlights: Robert Woolley joined managerial positions at Medtronic in M&A integra- Straumann in fall 2019 and took over as Head Sales tion, marketing and sales. He began his career in North America. He moved to his current position 2000 at Dow Chemical in Technical Sales & as Head Sales Western Europe at the beginning of Account Management. 2021. Before joining Straumann, he headed the Qualifications: BSc in Mechanical Engineering from ENT business unit of Stryker, a leading medical Brigham Young University, MBA from Harvard technology company, which he joined in 2014 as ­Business School.

2020 Annual Report Managing Director and General Manager of the Neurovascular business in EMEA. Between 2010 and 2014 he headed the European business unit of TriVascular, a medical technology company special- izing in vascular repair devices. Prior to this, he spent two years as Director of Business Develop-

Straumann Group Straumann ment at Dow Healthcare and three years in HIGHLIGHTS SHAREHOLDER MANAGEMENT SUSTAINABILITY CORPORATE COMPENSATION FINANCIAL APPENDIX LETTER COMMENTARY REPORT GOVERNANCE REPORT REPORT 99 Executive Management Board

As of 1 March 2021

RAHMA SAMOW German (born 1979) Head Dental Service Organizations

Career highlights: Rahma Samow joins Straumann Healthineers, she worked for Parexel International, from the global medical technology company a global clinical research organization and biophar- ­Siemens Healthineers, where she was Senior Vice maceutical services company. President, Global Head of Marketing, Sales & Com- Qualifications: Diploma in Medical Radiology, munications at Digital Health Services. She began ­Radiation Therapy and Nuclear Medicine Technol- her career at that company in 2006 and rose ogy from the Medical University of Bonn, Germany. through a series of managerial positions with increasing responsibility, including Head of Busi- ness Management Imaging IT Middle East & Africa, and Vice President, Head of Global Sales, Digital Health Services. Prior to joining Siemens 2020 Annual Report Straumann Group Straumann HIGHLIGHTS SHAREHOLDER MANAGEMENT SUSTAINABILITY CORPORATE COMPENSATION FINANCIAL APPENDIX LETTER COMMENTARY REPORT GOVERNANCE REPORT REPORT 100 Executive Management Board

The CEO and, under his direction, the other EMB With effect of 20 January: Executive Management Board as of January 2021 members are responsible for the Group’s overall • Camila Finzi joined from Alcon as Head Ortho- business and day-to-day management. The EMB is dontics Business Unit. CHIEF EXECUTIVE OFFICER also responsible for the implementation of strate- Guillaume Daniellot gic decisions and stakeholder management. The With effect of 1 October: CEO reports to the Board regularly and whenever • Mark Johnson, who joined the company from SALES WESTERN EUROPE extraordinary circumstances require. Each member Epredia, took over as Head Research, Develop- Robert Woolley of the EMB is appointed and discharged by the ment & Operations from Dr Gerhard Bauer who SALES CENTRAL & E. EUROPE, MIDDLE EAST & AFRICA Board of Directors. retired at end of September. Wolfgang Becker

APPOINTMENTS AND CHANGES 2021 SALES NORTH AMERICA Straumann has invested significantly in career and The following EMB appointments became effective Aurello Sahagun personal development programs in recent years. on 1 January 2021: • Robert Woolley, former Head Sales North SALES ASIA/PACIFIC Patrick Loh 2020 ­America, was appointed Head Sales Western The following EMB appointments were made in Europe succeeding Jens Dexheimer, who left the SALES LATIN AMERICA & CEO NEODENT 2020: company at the end of 2020. Matthias Schupp With effect of 1 January: • Aurelio Sahagun joined from Microport Scientific • Guillaume Daniellot took over from Marco taking over from Robert Woolley as Head Sales DENTAL SERVICE ORGANIZATIONS ­Gadola as CEO of the Straumann Group. Rahma Samow (as of 1 March 2021) North America. • Holger Haderer, former Head of Straumann CHIEF FINANCIAL OFFICER ­Germany, was appointed Head Marketing and Dr Peter Hackel The following EMB appointment takes effect on Education succeeding Frank Hemm, who left the 1 March 2021: company at the end of 2019. MARKETING & EDUCATION • Rahma Samow will join from Siemens Health- Holger Haderer • Dr Andreas Meier, Chief Legal Officer and Head ineers as Head DSO succeeding Petra Rumpf, who of Business Development & Licensing. left the company at the end of 2020. OPERATIONS, RESEARCH & DEVELOPMENT Mark Johnson • Dirk Reznik, who joined the company from The Group announced the creation of a new EMB ­Vorwerk, took over from Peter Zihla as Head role of Chief Information Officer, who will be DIGITAL BUSINESS ­Digital Business Unit (on 1 January 2020, Peter Dirk Reznik appointed in 2021. Zihla took on a new role as Chief Information & Data Officer with responsibility for the new ORTHODONTICS The size of the EMB remained unchanged and com- Camila Finzi ITDM unit).

2020 Annual Report prised 14 members under the leadership of, and • Robert Woolley, who joined the company from including, the CEO, Guillaume Daniellot. CHIEF INFORMATION OFFICER Stryker in fall 2019, took over from Guillaume to be announced Daniellot as Head Sales North America. PEOPLE MANAGEMENT & DEVELOPMENT Alastair Robertson Straumann Group Straumann HIGHLIGHTS SHAREHOLDER MANAGEMENT SUSTAINABILITY CORPORATE COMPENSATION FINANCIAL APPENDIX LETTER COMMENTARY REPORT GOVERNANCE REPORT REPORT 101 Executive Management Board

EXECUTIVE MANAGEMENT BOARD (former members in 2020)

DR GERHARD BAUER Novartis. He began his career in production in 1983 German (born 1956) at a subsidiary of the GlaxoSmithKline corporation. Head Research, Development & Operations Qualifications: PhD in Pharmaceutics from the Institute of Pharmaceutics at the Ludwig-Maximil- Career highlights: Gerhard Bauer has spent more ians-University in Munich; advanced degree in than 30 years in the pharmaceutical and medical Pharmaceutical Technology from the Bavarian device industry in various leadership positions. Chamber of Pharmacists. Prior to joining Straumann in 2010, Dr Bauer held Other activities: Member of the Boards of Swiss managerial positions at Nextpharma, a specialist Medtech and sitem-insel AG, Switzerland. company in the biotech industry, and at Bausch&Lomb, a global leader in eye-care ­products. From 1992 to 2008, his career at Bausch & Lomb was distinguished by increasing responsi- bility, including his appointment as Head of Global Operations & Engineering and member of the Executive Management Team in 2006. From 1984 to 1992, he worked for Ciba Vision, a subsidiary of

JENS DEXHEIMER Qualifications: Degree in Economics from the State German (born 1966) Vocational Academy in Mannheim, Master’s in Head Sales Europe Business and Politics from Mainz University; ­Executive Development Program at Kellogg Univer- Career highlights: Jens Dexheimer was responsible sity in Chicago. for the Group’s European region and joined the EMB in 2016 as Head of Western Europe. In ­previous positions, he successfully managed ­Straumann’s business in Germany and Iberia. He moved to Straumann in 2010 from Wella/Procter & Gamble, which he joined in 1996 and where he

2020 Annual Report rose through various international roles of increas- ing responsibility culminating in country, divisional and regional leadership. He began his career in the consumer goods industry with Benckiser in Germany. Straumann Group Straumann HIGHLIGHTS SHAREHOLDER MANAGEMENT SUSTAINABILITY CORPORATE COMPENSATION FINANCIAL APPENDIX LETTER COMMENTARY REPORT GOVERNANCE REPORT REPORT 102 Executive Management Board

DR ANDREAS MEIER the law firm Vischer in Zürich and Basel, as well as Swiss (born 1967) Cravath Swaine & Moore in New York. Chief Legal Officer & Head Business Development Qualifications: Attorney at Law, PhD in Law from Basel University, LLM from NYU School of Law, Career highlights: Andreas Meier joined Straumann Advanced Management Program at Harvard Busi- in 2005 as the Group’s Chief Legal and Chief Com- ness School. pliance Officer. He was assigned additional leader- Other activities: Trustee of the Schönes Lächeln ship responsibilities for Intellectual Property & Foundation, Switzerland. Trademarks (since 2013), Business Development & Licensing as well as Corporate Communication (2018-2020). As of 2021 he will again fully concen- trate on his role as Group Head of Legal, Compli- ance and IP Management and will continue to ­participate in the EMB meetings in his capacity as Chief Legal Officer. He also serves as a Secretary of the Board of Directors of Straumann Holding AG (non-member). Prior to joining Straumann, Andreas Meier worked for several years as an attorney with

PETRA RUMPF Previously, she spent 16 years at Capgemini Con- German (born 1967) sulting, where she became Vice President Strategy Head Dental Service Organizations & Transformation Consulting. Qualifications: Bachelor’s degree in Economics Career highlights: Petra Rumpf joined Straumann from Trier University, MBA from Clark University, in 2015 as Executive Vice President, Head Instra- USA. dent Management & Strategic Alliances and Other activities: Member of the Board of LimaCor- moved into her current role in 2017. Before joining porate in Italy, V-Zug Holding in Switzerland and Straumann, she worked for Nobel Biocare from Unilabs in Switzerland. 2007 to 2014, where she served on the Executive Committee and was responsible for Corporate Development and M&A, global e-commerce, clini-

2020 Annual Report cal training & education, and distributor business development. During her last three years at Nobel Biocare, she was also responsible for Alpha-Bio Tec. She managed the successful initiation of the Foun- dation for Oral Rehabilitation (FOR), which is glob- ally active in science, education and humanity. Straumann Group Straumann HIGHLIGHTS SHAREHOLDER MANAGEMENT SUSTAINABILITY CORPORATE COMPENSATION FINANCIAL APPENDIX LETTER COMMENTARY REPORT GOVERNANCE REPORT REPORT 103 Executive Management Board

The company and the Board of Directors would like Mandates in several legal entities under common to thank Gerhard Bauer, Jens Dexheimer and control or under the same economic authority are Petra Rumpf for their valuable contributions and deemed as one mandate. ­devotion to the Straumann Group over many years and wishes them and their successors all the best MANAGEMENT CONTRACTS for the future. The Board of Directors and the EMB have not ­delegated any managerial powers to persons or OTHER ACTIVITIES AND VESTED INTERESTS companies outside the Group. Unless stated in their CVs, no member of the EMB: • Performed any activities in governing or supervi- COMPENSATION, SHAREHOLDINGS AND LOANS sory bodies of significant foreign or domestic The compensation and equity holdings of the organizations, institutions or foundations under Board of Directors and the EMB and their related private or public law parties are disclosed in the Compensation Report on p. 107 ff. and in the audited financial state- • Held any permanent management or consultancy ments in Notes 3.3 and 4 on p. 147 ff. function for significant domestic or foreign inter- est groups • Held any official function or political post.

PERMITTED MANDATES OUTSIDE STRAUMANN (PURSUANT TO ART. 12 OAEC) Art. 4.4 of Straumann’s Articles of Association states that no member of the EMB may perform more than five mandates (i.e. mandates in the highest level governing body of a legal entity required to be registered in the Commercial Regis- ter or in a corresponding foreign register) in com- mercial enterprises, of which no more than two may be in listed companies. The following are exempt from these restrictions: • Mandates in enterprises that control the Group or are controlled by the same • Mandates in enterprises that are performed at 2020 Annual Report the instruction of the Group • Mandates in associations, organizations, and legal entities with a public or charitable purpose, and in foundations, trusts, and employee pension funds. No member of the Executive Management

Straumann Group Straumann may perform more than three such mandates. HIGHLIGHTS SHAREHOLDER MANAGEMENT SUSTAINABILITY CORPORATE COMPENSATION FINANCIAL APPENDIX LETTER COMMENTARY REPORT GOVERNANCE REPORT REPORT 104 Participation rights

SHAREHOLDERS’ PARTICIPATION RIGHTS

Each share duly entered in the share register enti- Shareholders individually or jointly representing at Shareholdings on 31 December 2020 tles the shareholder to one vote. On 31 December least 10% of the share capital may request an by geography in % 2020, approximately 71.5% (2019: 72.9%) of the extraordinary General Meeting. The request must issued capital was registered in the share register. be made to the Board of Directors in writing, stat- Switzerland ing the agenda items and motions. Europe All shareholders may be represented at the General 28.5 USA Meeting by a proxy. Proxies and directives issued Invitations to the General Meeting are issued in RoW Non-registered & to the independent voting representative may be writing and are delivered via ordinary mail to the undisclosed given either in writing or online. Other voting rep- address recorded in the share register at least 20 0.5 resentatives must have a proxy signed by hand by days before the General Meeting and are published 2.8 55.3 the shareholder. The Board of Directors decides on the company’s website. If shareholders agree to 12.9 whether proxies shall be recognized. the electronic delivery of notices, the invitation is also sent by email. All agenda items and proposals The independent voting representative is elected by the Board of Directors and by shareholders by the General Meeting for a term of office until who have requested the General Meeting must the end of the next AGM and can be re-elected. In be announced in the notice convening the the case of a vacancy, the Board of Directors shall General Meeting. designate an independent voting representative Shareholders by volume of shares held 1 for the next General Meeting. Shareholders who individually or jointly represent absolute number shares with a par value of at least CHF 15 000 may 31 Dec 2020 31 Dec 2019 QUORUMS request that an item be included in the agenda. The The General Meeting adopts its resolutions and request shall be in writing at least 45 days before 1–100 shares 13 297 10 528 holds its ballots by a majority of votes cast. the General Meeting and must set forth the agenda 101–1 000 2 437 2 349 Abstentions and invalid ballots are not taken into items and the proposals of the shareholder(s). 1 001–10 000 339 308 account. The legal provisions (in particular section 10 001–100 000 56 49 704 of the Swiss Code of Obligations) that stipulate ENTRIES IN THE SHARE REGISTER a different majority are reserved. Share purchasers are entered in the share register 100 001–1 000 000 10 9 as shareholders with voting rights if they expressly 1 000 001 and more 2 3 CONVOCATION OF GENERAL MEETINGS, declare that they have acquired the registered TOTAL 16 141 13 246 AGENDA PROPOSALS shares in their own name and for their own

2020 Annual Report The Shareholders’ General Meeting is convened by account. Purchasers who are not willing to make 1 Non-registered shareholders are not considered in this table. the Board of Directors within six months of the such declarations are registered as shareholders end of the business year. The 2021 Meeting will be without voting rights. Proof of acquisition of title held on 9 April without the Shareholders being in the shares is a prerequisite for entry in the share physically present. register. Nominees approved by the Board of Direc- tors are recorded in the share register as sharehold-

Straumann Group Straumann ers with voting rights. Nominees who have not HIGHLIGHTS SHAREHOLDER MANAGEMENT SUSTAINABILITY CORPORATE COMPENSATION FINANCIAL APPENDIX LETTER COMMENTARY REPORT GOVERNANCE REPORT REPORT 105 Changes of control

been approved by the Board of Directors may be There are no statutory rules concerning deadlines refused recognition as shareholders if they do not for entry in the share register. However, for organi- disclose the beneficiary. In such cases, the nomi- zational reasons, the share register is closed several nees will be recorded in the share register as share- days before the General Meeting. The respective holders without voting rights. As of 31 December cut-off date for inscriptions is announced in the 2020, no nominee had asked for registration and invitation to the General Meeting. voting rights.

CHANGES OF CONTROL AND DEFENSE MEASURES

The Articles of Association of Straumann Holding members of the Board of Directors or the AG do not contain provisions for opting out or ­Executive Management Board or other ­opting up. There are no change-of-control clauses ­management staff. included in agreements and schemes benefiting

EXTERNAL AUDITORS

The Shareholders’ General Meeting elects and ­auditors participated in two of these meetings to Worldwide fees appoints the Group’s external auditors on an discuss the scope, the audit plan and the auditors’ in CHF 1 000 annual basis. In April 2020, Ernst & Young AG, conclusion of the financial report. Details of the 31 Dec 2020 31 Dec 2019 Basel, was re-elected as auditor of Straumann instruments that assist the Board in obtaining Total audit fees 1 122 1 105 Holding AG for a seventh term of one year. The information on the activities of the external auditor in charge is Daniel Zaugg, Swiss Certified ­auditors are on p. 92. Tax consultancy 308 513 Public Accountant, who took over the mandate in Transaction services 0 106 2014. The current cycle for Daniel Zaugg finishes at The worldwide fees paid to the auditors are Other services 41 15 the upcoming General Meeting. ­outlined in the table on the right. Total non-audit fees 349 634 2020 Annual Report INFORMATION INSTRUMENTS PERTAINING TOTAL 1 471 1 739 TO THE EXTERNAL AUDIT The Board of Directors supervises the external auditors through the Audit & Risk Committee, which met eight times in 2020. The external Straumann Group Straumann HIGHLIGHTS SHAREHOLDER MANAGEMENT SUSTAINABILITY CORPORATE COMPENSATION FINANCIAL APPENDIX LETTER COMMENTARY REPORT GOVERNANCE REPORT REPORT 106 Information policy

INFORMATION POLICY

Straumann is committed to a policy of open, trans- Research analysts from 18 banks/brokers cover MEDIA USED FOR REPORTING PURPOSES parent and continuous information. In accordance ­developments at the Straumann Group and are The company’s website is www.straumann-group. with the rules of the SIX Swiss Exchange, the Group listed online. com. The company’s journal of record is the Swiss publishes detailed sales figures on a quarterly basis Official Gazette of Commerce SOGC (Schweizeri- as well as annual and half-yearly reports. Detailed Apart from this, the Group frequently publishes sches Handelsamtsblatt SHAB). information is provided at the AGM, and the min- media releases, briefing documents and other utes are published on the company’s website. materials, which are archived and available online. Subscriptions to the e-mail distribution service Where necessary or appropriate, the Group also The company offers a media release subscription (according to Art. 8 of the Directive Ad hoc Public- publishes additional information on significant service via its website and takes care to ensure that ity, DAH) can be made here. Information according events. The CEO, CFO, the Heads of Investor Rela- investor-relevant releases are circulated broadly to Art. 9 DAH can be found online. tions and Corporate Communication are responsi- and in a timely manner according to the rules of ble for communication with investors and repre- the SIX Swiss Exchange and with due regard for the Further information requests should be sentatives of the financial community, media and principles of fair disclosure. The company does not addressed to: other external stakeholders. update its releases, reports and presentations, which means that the information they contain is CORPORATE COMMUNICATIONS: In addition to personal contacts, discussions, and only valid at the time of publication. The Group [email protected] presentations online, the Group held four quarterly advises against relying on past publications for Tel. +41 61 965 11 11 financial results online conferences for the media ­current information. Peter Merian-Weg 12 and analysts in 2020. On average, each event CH-4002 Basel was attended by approximately 150 participants ANNUAL REPORT & COMPENSATION REPORT by webcast or by conference call. In addition, The Group’s Annual Report is an important instru- INVESTOR RELATIONS: ­Straumann’s CEO, CFO and Head of Investor ment for communicating with various stakeholder [email protected] ­Relations attended thirteen equity conferences groups. It is published electronically in English on Tel. +41 61 965 16 78 online as well as eighteen days in virtual roadshow the company’s website. In addition, printed Peter Merian-Weg 12 events to meet with investors. Beside the before- ­summaries in English and German are available CH-4002 Basel mentioned events, top management was in very and are sent to registered shareholders. The Com- close contact via video or audio calls with its inves- pensation Report is issued as part of the Annual CALENDAR tors during the peak of the first pandemic wave to Report and can be downloaded here in English as Straumann’s calendar of planned reporting dates is keep them up to date on the development. well as in German. updated on the company’s website.

2020 Annual Report As in the prior year, the company organized inves- tor meetings focusing on corporate governance topics with the Chairman and the Head of Human Resources & Compensation Committee. Straumann Group Straumann