Board Committees

In accordance with the organizational regulations, the Committee is composed of three members of the Board of Directors and invited guests from Management. The Board nominates the Chairman of the NCC. The NCC nominates a member of Management to serve as a Secretary. In 2011, the Vice President Human Resources served in that role. The Committee shall meet a minimum of five times a year and has the following authority, responsibilities and scope of work:

• discussion and review of all relevant matters regarding Human Resources strategy and implementation as well as regarding key management, including nomination and compensation;

• management development and succession planning, to ensure availability of best possible leadership and management;

• review of proposals for appointment and replacement of EC members and related motion for endorsement by the Board;

• review of compensation systems and compensation policies;

• review and approval of compensation for management members;

• review and approval of long-term incentive (LTI) programs;

• composition of the Board and identification of candidates with the required skills and expertise;

• compensation of Board members.

The NCC will, through its Chairman, report back to the Board and submit for and request Board approval should this be needed under the Organizational Regulations. The CEO attends the meetings of the Nomination and Compensation Committee, with the exception of meetings that deal with his own compensation or “Board only topics”. From 1 January 2011 to 31 December 2011, the NCC met five times. All members participated in all meetings. Michel Orsinger attended two meetings after 3 July 2011 as a guest.

The Committee is composed of at least three non-executive members of the Board of Directors, at least one of which should be a financial expert. The Committee meets at least four times per year and its primary objective is to support the Board of Directors in the performance of its supervisory duties. The Head of Internal Audit, Compliance and Risk Management served as the Committee’s secretary throughout 2011. The CFO and the Group General Counsel participated in the Committee’s meetings on a regular basis, whereas the Chairman of the Board and the CEO participated on relevant agenda topics. The Audit Committee focuses on the following major responsibilities and duties:

• review of financial reporting;
• supervision of external audit;;
• supervision of internal audit;
• supervision of risk management;
• supervision of internal controls;
• supervision of compliance with organizational regulations and corporate governance;
• supervision of fraud prevention.

The Chairman of the AC presents a report on the outcome of the discussions and findings of the AC meetings to the Board of Directors in the subsequent Board meeting. The report also includes recommendations to the Board and decisions made by the AC where the authority has been delegated by the Board to the AC.

From 1 January 2011 to 31 December 2011, the Audit Committee met nine times, thereof four times via telephone conference. All members participated in all meetings.

There is a standard agenda for all AC meetings, added by special topics, based on the annual agenda and upcoming priorities. In all meetings, the CFO, the Group General Counsel and the Head Internal Audit, Compliance and Risk Management give an update on their activities. Furthermore, at the end of each meeting, there is a private session of the AC.

At the AC meetings, the following key topics are presented and discussed on a regular basis: special accounting and reporting topics, cash status and forecast, key financing decisions, tax, status of litigation cases, compliance status and issues, audit reports and project updates. Additionally, financial statements, media releases and the Annual Report are presented, reviewed and approved. The treasury manual and the charters of theACand the Internal Audit function are reviewed once a year.

The risk management process and the Internal Controls System (ICS) status are reviewed at least annually. The compliance roadmap is reviewed periodically.

On a regular basis Nobel Biocare’s auditor, KPMG AG, is invited for an audit update. Once per year, KPMG AG’s performance is assessed, the audit scope defined and their budget approved.

Upon request, the AC also approves key finance, risk and compliance standards.

The AC also approves the annual work program of the Internal Audit function and assesses its performance.

The AC respectively defined members of the AC meet the CFO, the Group General Counsel and the Head Internal Audit, Compliance and Risk Management for private sessions. The Chairman of the AC also runs meetings with KPMG AG without management attendance.

The Committee is composed of at least three and maximum four members of the Board of Directors and members of Management, one of them being the CEO. The Board establishes the ITC. The ITC nominates a Member of Management to serve as a Secretary. In 2011, the Head of Mergers and Acquisitions served in that role. The Committee has the following authority, responsibilities and scope of work:

• discussion and review of all relevant matters of corporate strategy as well as key technologies relevant in the context of corporate strategy;

• review of major launch plans; 

• review of innovation and technology roadmaps for relevant functions;

• discussion of options for portfolio enlargement;

• review of the key product development process;

• review of patent strategy.

The ITC will through its Chairman report back to the Board and submit for and request Board approval should this be needed under the Organizational Regulations. From 1 January 2011 to 31 December 2011 the committee met five times. Apart from Stig Eriksson and Daniela Bosshardt-Hengartner, who did not participate in the meeting of 15 February 2011, all members attended all meetings. Michel Orsinger attended three meetings after 3 July 2011 as a guest.

Board members and attendances 2011

^{1 Vice-Chairman and member of the Board until 3 July 2011,
Chairman ad interim and member of the Board after 3 July 2011
2 Vice-Chairman and member of the Board after 3 July 2011.
3 Chairman and member of the Board until 3 July 2011.
4 Member of the Board until 30 March 2011.}