3 BOARD OF DIRECTORS
INDEPENDENCE AND RULES REGARDING OUTSIDE MANDATES
All the members of the Board of Directors are non-executive members. None of the Board members was formerly a member of the Management Board of Tecan Group Ltd. 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. Re-election 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 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 between four and six hours. As a general rule, the CEO and CFO attend the Board meetings and other members of the Management Board or senior management invited by the Chairman attend for certain portions. At each meeting, the Chairman reserves some time for discussion between the members of the board and the CEO and some time for discussion amongst the Board members only. 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 in writing unless a member requests oral deliberation. Five Board of Directors’ meetings were held in the year under review. Four meetings or conference calls of the Audit Committee lasting about two to three hours each were also held. In addition,there were four meetings of the Compensation Committee and several conference calls of the Nomination and Governance Committee. In the year under review, all members of the Board of Directors took part in all Board of Directors’ meetings and the committee members attended all of their respective committee meetings, apart from one member of the Compensation Committee was excused from one Compensation Committee meeting.
Board of Directors
Dr. Lukas Braunschweiler
Chairman of the Board
Chairman of the Nomination and Governance Committee
Since 2018, elected until 2020
PhD in physical Chemistry, Swiss Federal Institute of Technology, Zurich (ETH Zurich) Switzerland
1985 to 1995 Various management positions at Wild Leitz Heerbrugg AG (today Leica Geosystems), Switzerland; Huber + Suhner AG, Switzerland; Saurer Group Holding AG, Switzerland; and Landis+Gyr AG (today Siemens AG), Switzerland; 1995 to 2002 Member of the Group Executive Board and Group Vice President, Mettler-Toledo International, Inc. USA/Switzerland; 2002 to 2009 President and CEO, Member of the Board of Directors, Dionex Corporation, USA; 2009 to 2011 CEO, RUAG Holding AG, Switzerland; 2011 to March 2018 CEO, Sonova Holding AG, Switzerland
BURU Holding (private company), Member of the Board of Directors
Vice Chairman of the Board
Since 2007, elected until 2020
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
CEO of Saurer Group between 1996 and 2007; Master in Business Administration and Finance (University of Zurich, Switzerland)
Hilti AG, Chairman of the Board; CAMOX Fund, Member of the Board; Sensirion Holding AG, Member of the Board
Dr. Christa Kreuzburg
Chairwoman of the Compensation Committee
Since 2013, elected until 2020
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
Catalent Inc, Member of the Board
Dr. Karen Hübscher
Chairwoman of the Audit Committee
Since 2012, elected until 2020
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 2006 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
CEO of Solvias AG; Head Investor Relations Group, Novartis from 2000 to 2006, reporting directly to CFO and Head of Treasury, Member of the Disclosure Committee Novartis
SMG (Swiss Management Association), Member of the Board
Dr. Daniel R. Marshak
Since 2018, elected until 2020
Ph.D in Biochemistry and Cell Biology, The Rockefeller University, New York, USA; Bachelor in Biochemical Sciences, Harvard University, Cambridge, USA
1986 to 1995 Sr. Staff Investigator, Cold Spring Harbor Laboratory, USA; 1994 to 2000 Sr. Vice President and Chief Scientific Officer and Sr. Vice President, Research and Development and Chief Technology Officer, Osiris Therapeutics, Inc.; 2000 to 2006 Vice President and Chief Technology Officer, Biotechnology and Vice President Research and Development, Biosciences, Cambrex Corporation, USA; 2006 to 2014 his last role Senior Vice President and Chief Scientific Officer, additional positions: President, Emerging Diagnostics, Waltham, USA and Shanghai, China; President, Greater China, Shanghai, China; PerkinElmer, Inc., USA; 2014 to present Consultancy for various companies in the Life Sciences, Bio-Pharmaceutical, and Diagnostics industry
Upside Biotechnologies, Ltd; Member of the Board of Directors; InVivo Therapeutics Corp (NASDAQ:NVIV), Member of the Board of Directors; LifeVault Bio Inc., Member of the Board of Directors
Dr. Oliver Fetzer
Since 2011, elected until 2020
MBA, Carnegie Mellon University, Pittsburgh, USA, Ph.D. Pharmaceutical Sciences, 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 and member of the board Synthetic Genomics
Synthetic Genomics, member of the Board; Arena Pharmaceuticals, Member of the Board
Since 2015, elected until 2020
INSEAD, Fontainebleau, France
Business Administration (Mid Sweden University, Sweden)
1983 to 1987, Lederle Labs. Nordic; 1991 to 1993, Becton Dickinson Nordic; 1993 to 1996, 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 Surgery, 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
CEO of Dako Denmark A/S between 2009 and 2014; Chairman of the audit committee at ALK Abello A/S (publ.) 2010-2013; Member of the audit committee at H Lundbeck A/S (publ.) 2015-2019; Member of the audit comm at BPL Ltd (private) 2016-2019; Member of the audit committee Vitrolife AB (publ.) 2018-2019; Member of the audit committee Biovica AB (publ.) 2019
Lundbeck Foundation, Denmark, Member of the board of trustees and Member of the investment committee; 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 of the Board and Member of the audit and nomination committee; Member of Board of Directors and Member of the Audit Committee at Vitrolife AB (publ.), Sweden; Member of the audit committee Biovica AB (publ.) 2019
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. 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. Lukas Braunschweiler
Dr. Oliver Fetzer
Dr. Karen Hübscher
Dr. Christa Kreuzburg
Daniel R. Marshak
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 approval of 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. The experience in financial matters of members of the Audit Committee are set out on pages 76 and 77.
The majority of members of the Compensation Committee must be non-executive and independent members of the Board of Directors. The role and responsibilities of the Compensation Committee are described in the Compensation Report on page 86 to 100.
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 most important duties of this Committee include performance review and 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 annually 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: 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 theAudit 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; the compliance, efficiency and effectiveness of business processes; and the implementation of recommendations made by the internal auditors. Additional information on risk management is given in Note 30 to the consolidated financial statements.