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 the SIX 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.