3 Board of Directors

Independence

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.

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 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 nontransferable 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 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 two extended conference calls were held in the year under review. Four meetings of the Audit Committee lasting about four hours each were also held. In addition, there were three meetings of the Compensation Committee and two conference call meetings of the Nomination and Governance Committee.

Board of Directors

Rolf A. Classon

Chairman of the Board
Chairman of the Nomination and Governance Committee
Since 2009, elected until 2014
1945

Swedish citizen

Chemical Engineer; Gothenburg School of Engineering, Pol. Mag. University of Gothenburg

Professional background:
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 Health Care, CEO and Chairman of the Executive Committee; 2005 to 2006 Hillenbrand Industries, interim President and CEO.

Other activities:
Auxilium Pharmaceuticals, USA, Non-executive Chairman; Hill- Rom Holdings, USA, Non-executive Chairman; Fresenius Medical Care AG, Germany, member of the Board

Heinrich Fischer

Vice Chairman of the Board
Chairman of the Audit
Committee Since 2007, elected until 2014 
1950

Swiss citizen

Master of Applied Physics & Electrical Engineering (ETH Zurich), MBA (University of Zurich)

Professional background:
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.

Other activities:
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

Dr. Oliver Fetzer

Chairman of the
Compensation Committee
Since 2011, elected until 2014
1964

US citizen

MBA, Carnegie Mellon University, Pittsburgh, USA, Ph.D. Pharmaceutical Sciences (Major: Medicinal Chemistry), Medical University of South Carolina, USA

Professional background:
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; since 2009 President and Chief Executive Officer, member of the Board of Directors of Cerulean Pharma Inc., USA.

Other activities:
Auxilium Pharmaceuticals, USA, member of the Board

Dr. Christa Kreuzburg

Since 2013, elected until 2014
1959

German citizen

Diploma and Ph.D. in Physical Chemistry, Duisburg University, Chemical Faculty

Professional background:
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.

Other activities:
None

Dr. Karen Huebscher

Since 2012, elected until 2014
1963

Swiss and British citizen

MBA, IMD Lausanne Ph.D. Natural sciences, ETH Zurich and Master’s degree, Animal Sciences, ETH Zurich

Professional background:
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 global headquarters in the U.S., in charge of Business Development / Merger 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’ associations in Brussels. 2012 to 2014 Founder and Managing Director of Fibula Medical AG; Since 2014 CEO Solvias AG, Kaiseraugst, Switzerland.

Other activities:
Solvias AG, member of the Board

Gérard Vaillant

Since 2004, elected until 2014
1942

US citizen

Degree in Marketing (École Supérieure de Commerce, Paris) and MS (University of Sciences, Paris)

Professional background:
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.

Other activities:
Safe Orthopaedics, France, Chairman of the Board; Patho Quest S.A.S., France, Chairman of the Board; STAT-Diagnostica & Innovation S.L., Spain, Chairman of the Board; Venture Partner at Kurma Partners, Paris

Erik Walldén

Since 2011, elected until 2014
1949

Swedish citizen

Chemical Engineer, Uppsala University, Sweden

Professional background:
1974 to 1976 Research Assistant, Royal Institute of Technology, Stockholm; 1976 to 1982 various R&D positions, Pharmacia Biotechnology AB; 1982 to 1986 various marketing positions, Pharmacia Biotechnology AB; 1986 to 1989 Director, Pharmacia LKB Biotechnology AB, Molecular Biology Division; 1989 to 1992 Vice President Worldwide Marketing, Sales and Support, Biosensor AB (today part of GE Healthcare); 1992 to 1994 Managing Director, Cobalt Trading Relations AB; 1994 to 1997 Vice President, Worldwide Marketing & Support, PerSeptive Biosystems, USA; 1997 to 1998 Vice President, Chromatography Products, PerSeptive Biosystems (today part of Life Technologies), USA; 1998 to 2003 President and CEO, Pyrosequencing AB (today Biotage AB); 2004 to 2006 President and CEO, Biacore International AB (today part of GE Healthcare); since 2006 Chairman and President, WalldenAssociates (Erik Walldén AB); 2007 to 2009 CEO Affibody Holding AB; since 2009 CEO, Gyros AB.

Other activities:
Member of Industrial Supervisory Board of Healthinvest Partners AB; Deputy Chairman, Exiqon A/S; Chairman Business & Finance Work Group, Sweden- BIO; member of Board of Genovis AB

Committees

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. The Board of Directors has established three committees that are composed as follows:

 

Audit Committee

Compensation Committee

Nomination and Governance Committee

Rolf Classon

  

Chairman

Heinrich Fischer

Chairman

 

Member

Gérard Vaillant

   

Dr. Oliver Fetzer

 

Chairman

Member

Erik Walldén

Member

 

 

Christa Kreuzburg

 

Member

 

Karen Hübscher

Member

  

Audit Committee

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.

Compensation Committee

The majority of members of the Compensation Committee must be non-executive and independent members of the Board of Directors. The principal duties and responsibilities of the Compensation Committee are to submit proposals to the full Board of Directors regarding the amount and type of remuneration for the members of the Board of Directors, the CEO and the other members of senior management. The Compensation Committee 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 regular review of 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 and CFO. 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. 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.