focus: corporate governance - straumann · focus: corporate governance gilbert achermann, chairman...
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FOCUS: Corporate governanceGilbert Achermann, Chairman of the BoardUlrich Looser, Chairman of the Compensation Committee
Straumann Group: Continued
investment in sustained growth
2
~5,700Employees
worldwide
#1Implant
Manufacturer
Worldwide;
founded in 1954
11bnMarket Cap
180,000Customers
62 Subsidiaries
(tripled since 2012)
Active in >100
countries
~1.3bnrevenue in 2018
ROCE 2017: 42%
Board of Directors
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G. Achermann M. Bourquin Dr. S. Burckhardt U. Looser
Dr. B. Lüthi Dr. h.c. T. Straumann R. Wallimann
Audit
Committee
Compensation
Committee
AOA Art. 4.4: No BOD member may perform more than 15 additional mandates (i.e. mandates in the highest-level
governing body of a legal entity required to be registered in the Commercial Register or in a corresponding foreign
register) in commercial enterprises, of which no more than 5 may be in listed companies.
5
“We are open to hearing the views
of our shareholders and engage in
a constructive dialogue. We want to
ensure that our shareholders
understand our reasoning and the
background for our decisions.”
Executive Management Board
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Marco Gadola
CEO
Dr. Peter Hackel
CFO
Peter Zihla
Digital BusinessDr. Alexander Ochsner
Global People Management
& Development
Frank Hemm
Marketing & Education
Dr. Gerhard Bauer
Operations, Research
& Development
Petra Rumpf
Dental Services
Organizations
Patrick Loh
Sales Asia/Pacific
Jens Dexheimer
Sales EuropeWolfgang Becker
Distributor & Emerging
Markets EMEA
Matthias Schupp
Sales Latin America;
Neodent CEO
Guillaume Daniellot
Sales North America
Global team growth
8 1 Including Dental Wings and ClearCorrect, consolidated as of 1 October 2017
Senior Management
Total employees
Significant shareholder value creation
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-4'000
-2'000
-
2'000
4'000
6'000
8'000
10'000
12'000
1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018
Str
aum
ann m
ark
et cap in C
HF
Change in market cap yoy Cumulative
Historical background
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74% of the total share capital was represented at the 2018 AGM
Straumann shareholders approved all the proposals put forward by the BOD; consent and re-
election levels in the high 90s
No discussion points (‘Wortmeldungen’) at our recent annual assemblies; shareholders did not
request additional agenda items in recent years
Only the consultative vote on non-binding received noticeable opposing votes
Voting results 2016-18 (thematic)
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50.0%
60.0%
70.0%
80.0%
90.0%
100.0%
Appropval of theFinance Report
Consultativevote on the
CompensationReport
Appropriation ofearnings and
dividendpayment
Discharge ofBoD
Approval of thecompensation of
the Board ofDirectors
Approval of thefixed
compensation ofthe EMB
Approval of theEMB long-term
variablecompensation
Approval of theEMB short-term
variablecompensation
Straumann: Voting Results 2016-18
2018 2017 2016
Swiss market 20181
1 Source: HCM.COM
Voting results 2016-18 (people/committees)
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50.0%
60.0%
70.0%
80.0%
90.0%
100.0%
GilbertAchermann
MoniqueBourquin
DrSebastianBurckhardt
UlrichLooser
Beat Lüthi ThomasStraumann
RegulaWallimann
MoniqueBourquin
UlrichLooser
ThomasStraumann
Re-Electionof UNAB
Re-Electionof Auditors
Election and Re-election
2018 2017 2016
Compensation
Committee
Points of criticism we hear occasionally
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ISS: “The decision to reduce the TSR target clearly made the long-term incentive plan less challenging
and may be considered particularly questionable in light of the fact that Straumann overachieved the
previous 10 percent TSR target in all tranches granted since the plan was first introduced.
Ethos: “Ethos is concerned about the very high variable remuneration under the current remuneration
system for executives. In fact, the leverage under the LTI combined with the share price appreciation
can yield very high payouts. Ethos believes that a cap on the maximum total payout (including the
leverage and the share price appreciation) should be introduced.
ISS: ”We noted in previous analyses, the low threshold vesting level and the fact that TSR is measured
on an absolute basis, as opposed to a comparison with similar companies, may mean that PSUs could
vest despite underperformance of peers.”
ISS: “The Chairman continues to participate in the Straumann Pension plan which is a fully funded DCP.
While providing pension benefits to non-executive directors is not explicitly opposed by the Swiss Code
of Best Practice, the practice among Swiss companies is relatively rare. Under its European benchmark
voting policy, ISS does not support the grant of retirement benefits for non-executive directors.
Ethos: “We believe that the CEO’s total remuneration is also too high compared to comparable Swiss
listed companies (in terms of market capitalization, sales and employees) also when considering his
remuneration at target level.
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United for
global excellence
in dentistry
Our strategy is built on three strategic
priorities to:
Drive our high-
performance culture
Target unexploited markets
and segments
Become a total solution
provider in esthetic dentistry
VisionMore than creating smiles –
restoring confidence.
We want to be the partner of
choice in esthetic dentistry.
Culture̒Player-learnerʼ mindset
Core behaviors
StrategyStrategic priorities
and initiatives
WHY
HOWWHAT
CREATING VALUE FOR
OUR SHAREHOLDERS
Compensation principles
Compensation should facilitate the Group’s efforts to sustain a high-performance
culture, in addition to enabling us to recruit and retain the best talent.
We aim to reinforce the link between performance and compensation throughout
the organization by adopting a ‘Total Reward’ approach to ensure alignment with our
owners/shareholders.
‘Skin in the game’: In addition to shares allocated as part of their compensation,
each member of the Board of Directors is required to hold shares in the value of at
least two years’ total annual compensation, to demonstrate commitment to the value
creation of the Group.1
Engagement: In addition to participating in Board and Committee meetings, all
members regularly visit customers internationally, attend dental congresses and go
on field trips. All the Board members are active mentors to the EMB and have regular
one-to-one exchanges with their assigned mentees.17
1 New Board Members are expected to build up the required shareholding within two years.
What we are changing
The variable remuneration will be streamlined and simplified in 2019; we will
reduce the number of KPIs and standardize the thresholds for the STI
We will update our LTI program, all as part of our plans to reinforce and
modernize our Total Rewards program; we will move from pure absolute
measures (TSR threshold and Ebit growth) to a combined approach (TSR
threshold and relative to SMIM index).
We are also introducing minimum shareholding requirements for the member
of the Executive Board (for the CEO this is worth one year of compensation
and for the other EVPs it is 75%-85% of the annual pay)1
181 The buildup period is 5 years and all shares are considered for the requirement, i.e. Vested or unvested LTI grants (unvested LTI grants will be counted
as regular shares), Employee Share Participation Plan (ESPP) and all other privately held shares.
Overall payout scheme remains unchanged
The LTI grant for the CEO will amount
to 100% of base salary.
The resulting PSUs that are vested into
shares can be 2x the grant level
Employees with a corporate function have
100% of their STI related to company target,
while employees in commercial organizations
and production sites have a combination of
company and financial targets
At target, the maximum overachievement of
the STI compensation for the CEO and senior
management will amount to 190% and
165-180%, respectively
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STI Performance criteria
Company Target Financial Targets
CEO 100%
EVP 40-100% 60%-0%
Director & Vice Presidents 40-100% 60%-0%
Managers & staff 20-100% 80%-0%
0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100%
CEO
other EMB
Senior Management
Other Management
Staff
Pay mix corridor
Fixed STI LTI
33% 33% 33%
90-100% 0-10%
33%
50-75% 25-30% 0-25%
Amended LTI takes proxy concerns into account and
harmonizes anchor and institutional shareholders interest
20
In 2018, we have not vested an LTI
grant due to voluntary cost
contingency measures in January
2015
As we did not want to disclose
financial mid-term guidance (for
competitive reason), we are replacing
Ebit growth (EGA) with a relative TSR
target
For the 2019 plan, the LTI
components will be 50% absolute
TSR and 50% relative TSR
Index benchmark will be the SMIM
index
Relative TSR takes proxy advisor
feedback into considerations
New LTI payout map
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0.0
0.1
0.2
0.3
0.4
0.5
0.6
0.7
0.8
0.9
1.0
1.1
161514131211109876543210-1-2-3
Num
ber
of
share
s p
er
PS
U
Annual TSR
Absolute TSR
0.0
0.1
0.2
0.3
0.4
0.5
0.6
0.7
0.8
0.9
1.0
1.1
Num
ber
of
share
s p
er
PS
U
Annual Out/Underperformance vs. SMIM Index
Relative TSR Performance Share Units
(PSUs) are granted each
year after the AGM. Shares
are vested proportionally or
fully conditional if the
performance criteria are
fulfilled over the 3 year
vesting period.
The number of PSUs granted
is equal to the participant’s
LTI value (% of total
compensation) divided by the
value of one PSU.
rTsr will reach its upper cap
(i.e. 200% or 1 PSU) if STMN
outperforms the SMIM index
by 25%-points over the 3
year vesting period.
1 Relative and absolute TSR are measured using the 3y CAGR.
Upcoming events
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• Full-year results 2018:
19 February 2019
• Annual General Meeting 2019:
05 April 2019
• Ex date:
09 April 2019
• Payment date:
11 April 2019