3 BOARD OF DIRECTORS
Independence and rules regarding outside mandates
All the members of the Board of Directors are non-executive members. Gérard Vaillant served as acting CEO and was a member of the Management Board from February to October 2012. None of the other Board members was formerly a member of the management of Tecan Group or any Group Company during the period under review or the three preceding periods. According to the Articles of Incorporation the permitted number of other mandates of the members of the Board of Directors in the highest executive management or bodies of legal entities outside of the Company's group is limited to six mandates in listed and six mandates in non-listed companies, foundations and other legal entities that are registered in the commercial register. Mandates in different legal entities of the same group (including in joint ventures directly or indirectly owned by such a group or the Company that are not consolidated) are counted as one mandate per group, but may not exceed the number of 20 additional mandates if counted separately. Short-term transgressions of these maximum numbers by a maximum of two mandates per category are permitted during a maximum period of six months. Mandates held by members of the Board of Directors by order of the Company shall not be subject to the limitations set out above.
Election, term of office, organization and responsibilities
Pursuant to the Company’s Articles of Incorporation, the Board of Directors is composed of a minimum of one and a maximum of seven members, who are elected for a term of one year. Reelection after the end of the term is permitted. The Chairman of the Board of Directors is elected by the General Meeting. The Board of Directors is responsible for the ultimate supervision and management of the Company, including the development of general strategies and guidelines, and for all other duties that are non-transferable under applicable law. To the extent permitted by law and provided that there is no conflict with the Company’s Articles of Incorporation and the Organizational Regulations adopted by the Board of Directors, management of the Company’s affairs is delegated to the Management Board pursuant to the Organizational Regulations. The Board of Directors meets as often as business matters require The Board of Directors meets as often as business matters require but at least five times a year upon invitation of the Chairman or, in his absence, upon invitation of another Board member. Any member of the Board of Directors may call a meeting by specifying the reasons for the meeting. The meetings usually last one whole day. As a general rule, the CEO and CFO attend the Board meetings in their entirety, and any other members of the Management Board or senior management invited by the Chairman attend for certain portions. Meetings may also be held by videoconference or by telephone. The Board of Directors passes its resolutions by an absolute majority of votes of Board members present. In the event of a tie, the Chairman of the Board has the deciding vote. Resolutions may be passed by postal vote unless a member requests oral deliberation. Five full-day Board meetings and three extended conference calls were held in the year under review. Four meetings or conference calls of the Audit Committee lasting about four hours each were also held. In addition, there were three meetings of the Compensation Committee.
Board of Directors
Rolf A. Classon
Chairman of the Board
Chairman of the Nomination
and Governance Committee
Since 2009, elected until 2016
Swedish citizen Chemical Engineer; Gothenburg School of Engineering, Pol. Mag. University of Gothenburg
1969 to 1974 Pharmacia AB, Director, Organization Development; 1974 to 1978 Asbjorn Habberstad AB, Consultant; 1979 to 1984 Pharmacia AB Hospital Products Division, President; 1984 to 1990 Pharmacia Development Company, Inc., President; 1990 to 1991 Pharmacia Biosystems AB, President and COO; 1991 to 1995 Bayer Diagnostics, Executive Vice President; 1995 to 2002 Bayer Diagnostics, President; 2002 to 2004 Bayer HealthCare, CEO and Chairman of the Executive Committee; 2005 to 2006 Hillenbrand Industries, interim President and CEO.
Hill- Rom Holdings, USA, Nonexecutive Chairman; Fresenius Medical Care AG, Germany, member of the Board; Catalent, Inc., member of the Board
Vice Chairman of the Board
Chairman of the Audit Committee
Since 2007, elected until 2016
Swiss citizen Master of Applied Physics & Electrical Engineering (ETH Zurich), MBA (University of Zurich)
Four years R&D in electronics (ETH Zurich, IBM); 1980 to 1990 Director of Staff Technology and Executive Vice President, Balzers Division of Oerlikon-Bührle Group; 1991 to 1996 Executive Vice President, Corporate Development, Oerlikon- Bührle Group; 1994 to 2005 Co-founder and Chairman of ISE (Integrated Systems Engineering); 1996 to 2007 Delegate of the Board and Chief Executive Officer, Saurer Group. Since 2007 DiamondScull AG, owner and Chairman of the Board.
Orell Füssli Holding AG, Chairman of the Board; Hilti AG, member of the Board; CAMOX Fund, member of the Board; Sensirion Holding AG, member of the Board; SWM Inc., Atlanta/USA, member or the Board
Dr. Oliver Fetzer
Chairman of the Compensation
Since 2011, elected until 2016
US citizen MBA, Carnegie Mellon University, Pittsburgh, USA, Ph.D. Pharmaceutical Sciences (Major: Medicinal Chemistry), Medical University of South Carolina, USA
1993 to 2002 The Boston Consulting Group, USA, between 2000 and 2002 Managing Director and Partner; 2002 to 2007 Cubist Pharmaceuticals USA, various management positions, including Senior Vice President, Corporate Development and Research and Development; 2007 to 2008 Sabbatical; 2009 to 2014 President and Chief Executive Officer, member of the Board of Directors of Cerulean Pharma Inc., USA.; since 2014 CEO Synthetic Genomics.
Synthetic Genomics, member of the Board
Since 2015, elected until 2016
Swedish citizen INSEAD, Fontainebleu France Business Administration (Mid Sweden University, Sweden)
1983 to 1987, Lederle Labs. Nordic; 1991 to 1993, Becton Dickinson Nordic; 1993 to1996, Pharma Hospital Care; 1996 to 1998, Boston Scientific Europe, Vice President Vascular EMEA, Member of the Executive Management Group; 1998 to 2004, MEDITRONIC EUROPE SARL, various positions, last position Vice President, Vascular & Cardic Surgrey, Western Europe, Member of the European Management, Committee and Global Vascular & Cardiac Surgery Executive Staff; 2004 to 2009, Applied Biosystems, Inc., various positions, last position Vice President and Executive Member of Applera Corp.; 2009 to 2012, Dako Denmark A/S President and CEO; 2012 to 2014, Agilent Technology, Inc. President of Life Sciences and Diagnostics Group/ Senior Vice President of Agilent.
H. Lundbeck A/S, Valby, Denmark, member of the board and Member of the Audit Committee; ALK-Abelló A/S, Denmark member of the board and Member of the Remuneration Committee; Naga UK TopCo Limited, Hertfordshire, UK member oft he board. Senior Advisor to Bain Capital
Since 2004, elected until 2016
US citizen Degree in Marketing (École Supérieure de Commerce, Paris) and MS (University of Sciences, Paris)
1987 to 1992 various senior management positions within Johnson & Johnson (US), including Vice-President, J&J International; 1992 to 1995, Worldwide President Life Scan (a J&J Company); 1995 to 2004, Company Group Chairman Diagnostics Worldwide; he was a member of the Medical Devices & Diagnostics Group Operating Committee of J&J until he retired in 2004; acting CEO of the Tecan Group from February to October 2012.
Safe Orthopaedics, France, Chairman of the Board; STAT-Diagnostica & Innovation S.L., Spain, Chairman of the Board
Dr. Karen Hübscher
Since 2012, elected until 2016
Swiss and British citizen MBA, IMD Lausanne; Ph.D. Natural sciences, ETH Zurich and Master’s degree, Animal Sciences, ETH Zurich
1995 to 2000 various positions with increasing responsibility in Research and Finance at CIBA Geigy and Novartis; 2000 to 2005 Novartis, Global Head Investor Relations; 2006 to 2009 Member of the Global Executive Committee and Global Innovation Board, Novartis Vaccines & Diagnostics with headquarters in the U.S., in charge of Business Development/Mergers and Acquisitions; 2009 to 2011 Member of the European Commercial Operations Leadership Team and Site Head Novartis Vaccines & Diagnostics, Basel. Head Public Health and Market Access Europe (Marketing & Sales). Board Member European Vaccines Manufacturers’ association in Brussels; since 2012 Founder and Managing Director of Fibula Medical AG; since 2014 CEO Solvias AG, Kaiseraugst, Switzerland.
Dr. Christa Kreuzburg
Since 2013, elected until 2016
German citizen Diploma and Ph.D. in Physical Chemistry, Duisburg University, Chemical Faculty
1990 to 1994 Laboratory Head, Central Research at Bayer AG, Germany; 1994 to 1996 Departmental Head, Central Research at Bayer AG, Germany; 1997 to 1999 Strategy Consultant, Corporate Strategic Planning at Bayer AG, Germany; 2000 to 2002 Head of Corporate Strategic Planning, in addition from 2001, leading the restructuring project of division Pharmaceuticals after the withdrawal of Lipobay® at Bayer AG, Germany; 2002 to 2005 Head of Pharma Japan (from 2004)/Europe/MERA and member of the Pharma Management Committee at Bayer HealthCare, Germany; 2006 to 2007 Head of Pharma Primary Care/International Operations and member of the Pharma Management Committee at Bayer HealthCare, Germany; 2007 to 2008 Head of Bayer Schering Pharma Europe/Canada and member of the Executive Committee. Integration of Bayer and Schering in the region at Bayer HealthCare, Germany; 2009 to today consulting projects for small and mid-size healthcare companies.
Freedom Innovations LLC, member of the Board
The Board of Directors may appoint committees composed of members of the Board to prepare and implement its resolutions and to exercise its supervisory function. The committees meet upon invitation of the respective chairman and as often as business requires, but at least twice a year. The committee meetings usually last between two and three hours. Committee resolutions and proposals for consideration by the entire Board of Directors are passed by a majority of votes cast, provided that there is a quorum of at least two committee members present. Resolutions may also be passed by postal vote. For specific topics (for example in connection with M&A discussions) the Board of Directors forms ad-hoc committees. Several conference calls of ad-hoc committees were held in the year under review. The Board of Directors has established three committees that are composed as follows:
Nomination and Governance Committee
Dr. Oliver Fetzer
The Audit Committee is composed of at least two members. The Committee's principal duties and responsibilities are to form an opinion regarding internal and external audits and to monitor cooperation between the external statutory auditors and the Company; to assess the quality of internal audits and compliance; to review the annual financial statements (both consolidated and single-entity) and interim financial statements destined for publication and report on them to the full Board of Directors; to make recommendations to the full Board of Directors, especially with regard to the approvalof annual and interim financial statements; and to monitor the independence, performance and fees of the statutory auditors and propose that they be appointed or reappointed by vote of the Annual General Meeting. Representatives of the external statutory auditors and the internal auditor may attend meetings of this Committee at the invitation of the Chairman.
Pursuant to the Company's Articles of Incorporation, the Compensation Committee is composed of two or more members, who are elected by the General Meeting. The Chairman of the Compensation Committee is nominated by the Board of Directors. The Committee is otherwise self-constituting. The majority of members of the Compensation Committee must be non-executive and independent members of the Board of Directors.
The Compensation Committee’s tasks and responsibilities include in particular:
- Putting together proposals for an overall compensation policy for consideration by the Board of Directors, as well as a compensation model, a compensation regulation and the compensation report aligned with it.
- Putting together a substantive proposed motion on the annual maximum compensation sums of the Board of Directors and the Management Board.
- Putting together a proposal on the material terms of the employment contracts and their termination and determining the actual compensation for members of the Board of Directors within the parameters of the maximum sum approved by the General Meeting.
- The resolution on loans and credits to members of the Board of Directors and the Management Board.
The Compensation Committee also reviews reports on salary structure and trends, and monitors the disclosure requirements pertaining to compensation for senior management and the Board of Directors.
Nomination and Governance Committee
The majority of members of the Nomination and Governance Committee must be independent and non-executive members of the Board of Directors. The Committee consists of three members. It is chaired by the Chairman of the Board. The other members are the chairmen of the Audit Committee and the Compensation Committee. The most important duties of this Committee include succession planning at the level of the Board of Directors and the Management Board; defining the selection criteria for members of the Board of Directors and the Management Board; and regularly reviewing the performance of the Board of Directors, its committees and its individual members based on a defined evaluation plan. This Committee is also charged with monitoring risk management and corporate governance.
Information and control instruments
The members of the Management Board are actively involved in the various committees of the Board of Directors. The CEO, CFO, the internal auditors and sometimes the external statutory auditors attend the meetings of the Audit Committee, for example. In addition, members of the Management Board meet with individual Board members on an ad hoc basis to discuss and delve more deeply into specific topics.
The Board of Directors receives monthly reports from the Group's management information system so that it can monitor financial and operational performance. All relevant guidelines are presented to the Board of Directors or the appropriate committees for approval to ensure shared responsibility for all major decisions.
Internal Audit: Tecan has had its own internal audit department since 2007. Since the internal auditors report to the Audit Committee, their independence is assured. All companies are audited every three years on the basis of a risk analysis. The annual audit plan consists of audits of all major companies and is approved by the Audit Committee. A summary of significant findings and recommendations is submitted directly to the Audit Committee with copies to the CEO, the CFO and the General Counsel. The reports are also made available to the external statutory auditors. During the year under review, Internal Audit focused its efforts on strengthening the internal control system for financial reporting and compliance. Other areas audited include compliance with laws and standards, and the efficiency and effectiveness of business processes. Additional information on risk management is given in Note 30 to the consolidated financial statements.