Corporate governance 125 Corporate governance 126 Principles 126 Group structure 126 Operational structure 126 Legal structure 130 Capital structure 131 Shareholders 134 Board of Directors 144 Executive Management Board 151 Compensation, shareholdings and loans 151 Changes of control and defence measures 151 Information and control mechanisms for the Board of Directors and the Executive Management 152 External auditors 152 Information policy Straumann Group – 2016 Annual Report 126 Corporate governance PRINCIPLES – Sales Western Europe The principles and rules of Straumann’s corporate gov- – Sales North America, ernance are laid down in the Articles of Association, the – Sales Latin America and regional Distributor organizational regulations, the code of conduct, and the Management, including Neodent’s manufacturing charters of the Board Committees. These principles and plant in Brazil rules are the basis of our corporate governance disclo- – Sales Asia / Pacifc and regional sures, which comply with the Directive on Information Distributor Management. relating to corporate governance published by the SIX Swiss Exchange, where Straumann’s shares have been On 1 January 2017, Straumann reorganized all its sub- traded since the company’s initial public offering in 1998. sidiaries in Central and Western Europe into a single European region and the other markets into the GROUP STRUCTURE ‘Distributor & Emerging Markets EMEA’ region, which Straumann Holding AG is a listed stock corporation in- includes Africa, Central Asia, Eastern Europe, the Middle corporated under the laws of Switzerland and domiciled East and Russia. as well as registered in Basel. Information about the company’s shares, which are traded on the main seg- LEGAL STRUCTURE ment of the SIX Swiss Exchange under the symbol STMN, LISTED COMPANIES is provided on p. 176. Straumann Holding AG is listed in the main segment of the Swiss stock exchange. No other company con- Straumann Holding AG is the ultimate parent company trolled by Straumann Holding AG is listed on a of the Straumann Group (referred to collectively as ‘the stock exchange. Group’), which is headquartered in Basel and, as of 31 December 2016, includes 46 wholly owned and two Name Straumann Holding AG partially-owned subsidiaries (see chart p. 128 f.) as well Domicile Peter Merian-Weg 12, 4052 Basel, Switzerland as 11 companies in which non-controlling interests are Listed on SIX Swiss Exchange held (see table opposite). Valor number 1228 007 ISIN CH 0012 280 076 OPERATIONAL STRUCTURE Ticker symbol STMN In 2016, the operational structure of the Straumann Group comprised the following groups/departments and sales regions (in alphabetical order): NON-LISTED GROUP COMPANIES – Corporate Services, comprising: Corporate Communi- The major subsidiaries of Straumann Holding AG are cation, Human Resources, Legal Compliance & Intel- presented on p. 128 f. and in Note 33 to the Financial lectual Property and Strategic Planning & Business Statements on p. F 64 f. of the Financial Report. Development – Customer Solutions & Education, comprising: Cus- The Group is managed through its Headquarters at tomer Marketing & Education, Marketing Communi- Institut Straumann AG in Basel. As laid down in the or- cations and Product Management ganizational regulations, the respective Regional Sales – Finance, comprising: Treasury, Controlling and all Head, the CFO and the General Counsel usually repre- other fnance-related functions, Corporate IT, Corpo- sent Straumann Holding AG and / or the other holding rate Procurement, Facility Management, Internal Au- companies of the Straumann Group on the boards of dit and Investor Relations the subsidiaries. – Instradent Management – Research, Development & Operations, comprising: Straumann’s premium products and services are sold Project Management, Research & Development, Tech- through Institut Straumann AG, various distribution sub- nical Services, Quality Management & Regulatory Af- sidiaries, and third-party distributors (see chart on fairs, Production, Corporate Logistics p. 184 f. for overview of subsidiary and distributor loca- – Sales Central Europe and Worldwide Distributor Man- tions). Other brands of the Straumann Group are sold agement (excluding APAC and LATAM) through various distribution subsidiaries and Straumann Group – 2016 Annual Report Corporate governance Corporate governance 127 STRAUMANN’S PARTICIPATION AND REPRESENTATION IN OTHER COMPANIES On 31 December 2016, Straumann held the following non-controlling stakes: Non-consolidated company Location Activities Capital rights Straumann representation held Anthogyr SAS Sallanches Implant solutions for the value 30% 1 Board seat (France) segment in China Createch Medical SL Mendaro CADCAM prosthetics for 30% 1 Board seat (Spain) multiple implant systems Dental Wings Inc Montreal Dental prosthetics design (CAD), 55% 2 Board seats (Canada) software and scanners Instradent Deutschland GmbH Hügelsheim Distribution of implant & 51% At general meeting, (Germany) prosthetic value brands 100% as of 1 Jan 2017 Medentika GmbH Hügelsheim Implant prosthetics & 51% At general meeting, control- (Germany) dental implants ling interest as of 1 Jan 2017 Open Digital Dentistry AG Zug (Assets and activities transferred 44% n / a (in liquidation) (Switzerland) to Dental Wings GmbH) RODO Medical, Inc. San Jose Prosthetics 12% 1 Board seat (USA) T-Plus New Taipei Dental implant systems 49% 1 Board seat City (Taiwan) V2R Biomedical Inc. Montreal Prosthetically-driven guided- 30% 1 Board seat (Canada) surgery solutions Valoc AG Möhlin Prosthetics (implant based 44% 1 Board seat (Switzerland) denture-attachment systems) Zinedent Implant Üretim AS Ankara Joint venture, supply of dental 50% 1 Board seat (Turkey) implants and prosthetics The Straumann Group has no other significant shareholdings of more than 10%. third-party distributors, mostly managed through the CHANGES IN 2016 AND EARLY 2017 Instradent business platform at Headquarters in Basel. Early in 2016, Straumann Brasil Ltda was merged into Neodent, which is now responsible for the promotion In certain countries, Straumann has established fully- and sale of premium and value products in Brazil in owned subsidiaries under the name of ‘Manohay’ with addition to the design, development, and manufac- the purpose of distributing both premium and value ture of Neodent dental implants and related pros- brands from a single point (see pp. 128 f., 182ff., F 64 f. thetic components. for an overview of subsidiary locations). In the second quarter, STM Digital Dentistry was estab- On 31 December 2016, Straumann Holding AG directly lished in Hong Kong in cooperation with Modern Dental or indirectly held 100% of the capital and voting rights Group. STM Digital Dentistry holds 100% of etkon China, in all consolidated Group companies with the exception which was established towards the end of 2016 and has of STM Digital Dentistry, in which Straumann Holding not yet begun production. AG holds a controlling stake of 49% (see p. 129). In ad- dition, Straumann Holding AG directly or indirectly held In the context of the Group’s acquisition of Equinox and capital rights in the companies listed in the table above. our strategy to penetrate the Indian market, Straumann Dental India Private Limited was converted into an LLP and Equinox Implants LLP was founded - both in the third quarter of 2016. In addition, Equinox Dental AG, a holding company, was founded in Switzerland. Straumann Group – 2016 Annual Report 128 Corporate governance Principal Group Companies Ownership & share capital STRAUMANN HOLDING AG Basel, Switzerland CHF 1 587 898 STRAUMANN STRAUMANN INSTITUT STRAUMANN AG MANUFACTURING, INC SINGAPORE PTE LTD Basel, Switzerland Andover, USA Singapore CHF 100 000 USD 1 SGD 1 STRAUMANN ITALIA SRL STRAUMANN USA LLC STRAUMANN PTY LTD Milan, Italy Andover, USA Victoria, Australia EUR 270 000 USD 1 AUD 100 INSTRADENT ITALIA SRL INSTRADENT USA, INC STRAUMANN Milan, Italy Andover, USA NEW ZEALAND LTD EUR 10 000 USD 2 000 000 Napier, New Zealand NZD 0 EQUINOX IMPLANTS LLP STRAUMANN CANADA LTD Mumbai, India Burlington, Canada STRAUMANN JAPAN KK INR 170 000 000 CAD 100 000 Tokyo, Japan JPY 10 000 000 EQUINOX DENTAL AG INSTRADENT CANADA LTD Basel, Switzerland Burlington, Canada ETKON JAPAN KK CHF 100 000 CAD 500 001 Shibayama, Japan JPY 10 000 000 STRAUMANN VILLERET SA MANOHAY COLOMBIA SAS Villeret, Switzerland Bogotá, Colombia STRAUMANN (BEIJING) MEDICAL CHF 9 000 000 COP 5 500 062 207 DEVICE TRADING CO LTD Beijing, China RMB 40 000 000 INSTRADENT AG MANOHAY ARGENTINA SA Basel, Switzerland Buenos Aires, Argentina CHF 100 000 ARS 8 000 000 STRAUMANN DENTAL KOREA INC Seoul, Republic of Korea MANOHAY MEXICO SA DE CV KRW 2 300 000 000 México DF, Mexico MXN 38 392 615 STRAUMANN DENTAL INDIA LLP Gurgaon, India MANOHAY CHILE SPA INR 1 256 000 000 Santiago, Chile CLP 263 200 000 Straumann Group – 2016 Annual Report Corporate governance Corporate governance 129 STRAUMANN HOLDING STRAUMANN AB STRAUMANN LTD DEUTSCHLAND GMBH Mölndal, Sweden Crawley, UK Freiburg, Germany SEK 100 000 GBP 300 000 EUR 25 000 BIORA AB INSTRADENT LTD STRAUMANN GMBH Malmö, Sweden Crawley, UK Freiburg, Germany SEK 950 152 GBP 1 000 EUR 200 000 STRAUMANN AS MANOHAY DENTAL SA ETKON GMBH Oslo, Norway Madrid, Spain Gräfelfng, Germany NOK 1 000 000 EUR 60 101 EUR 326 000 STRAUMANN DANMARK APS INSTRADENT IBERIA SL INSTRADENT EUROPE GMBH Brøndby, Denmark Madrid, Spain Freiburg, Germany DKK 125 000 EUR 3 000 EUR 25 000 STRAUMANN OY STRAUMANN SARL STRAUMANN