Board of Directors

None of the board members has been, or currently is, a member of the Executive Committee of medmix Ltd or any of its subsidiaries. In addition, no significant business relationships exist between members of the Board of Directors and medmix Ltd or subsidiaries of medmix Ltd.

medmix group is the former Applicator Systems division of Sulzer group, which was spun off on September 20, 2021, and became medmix Ltd. Hence, medmix Ltd was only incorporated on September 20, 2021. Until June 30, 2023, Sulzer Management Ltd (either directly or through its affiliates) provided certain corporate support services, such as accounting, treasury, tax, internal audit, legal, risk management, compliance and investor relations services. For detailed information on transactions with related parties, please see note 29 to the consolidated financial statements.

Members of the Board of Directors

Rob ten Hoedt, Chairman of the Board of Directors and Chairman of the Nomination and Remuneration Committee, is a Dutch citizen born in 1960.

Binding interests: Member of Medtronic’s Executive Committee since 2011. Chairman of the Board of MedTech Europe (the Association representing the medical technology industry in Europe) since 2013; member of the Board of Directors of Fagron International since 2019, and Chairman of the Supervisory Board of NLC Health since 2020.

Rob ten Hoedt is the Executive Vice President & President, Global Regions of Medtronic. From 2014, his role was Executive Vice President & President Europe, Middle East & Africa (EMEA) to which Asia-Pacific (APAC) was added in May 2022. He has previously held different business and regional leadership positions since joining Medtronic in 1991. Prior to Medtronic, Rob worked in several medical technology companies including Arjo Hospital Equipment and Polystan Benelux and he also ran his own medical equipment distribution company.

Rob graduated with a degree in Commercial Economy from the H.E.A.O., the Netherlands, and holds a Master’s in Marketing from the NIMA Business School.

Marco Musetti, Vice Chairman of the Board of Directors and Chairman of the Audit Committee, is a Swiss and Italian citizen born in 1969.

Binding interests: Member of the Board of Directors of Octo Telematics since 2017; President of the Board of Directors of GEM Capital Ltd since 2018; member of the Board of Directors of UMK since 2014, member of the Board of Kalahari Minerals Marketing Ltd since 2021.

Marco Musetti was a member of the Board of Directors of Sulzer Ltd from 2011 to April 2021, a member of the Board of Directors of Schmolz+Bickenbach AG (today Swiss Steel Holding AG) (2013 - 2019), a member of the Board of Directors of United Company Rusal Plc (today United Company RUSAL, international public joint-stock company) (2016 – 2023), and a member of the Board of Directors of Kalahari Trading Ltd (2017 - 2021). Previously, he was COO and deputy CEO of Aluminium Silicon Marketing (Sual Group) (2000 - 2007), Head of Metals and Structured Finance Desk for Banque Cantonale Vaudoise (1998 - 2000), and Deputy Head of Metals Desk for Banque Bruxelles Lambert (1992 - 1998).

Marco Musetti holds a Master of Science in Accounting and Finance from the London School of Economics and Political Science, UK, and a degree in Economics from the University of Lausanne, Switzerland.

Greg Poux-Guillaume, member of the Board of Directors, is a French citizen born in 1970.

Binding interests: Chief Executive Officer and Chairman of the Board of Management of Akzo Nobel N.V. SA since November 2022, and member of the Board of Directors of the Swiss-American Chamber of Commerce since 2019.

Before joining Akzo Nobel, he was Chief Executive Officer of Sulzer Ltd (2015-2022). He joined Sulzer from General Electric (2011 - 2015), where he had been named CEO of GE Grid Solutions upon GE’s takeover of Alstom’s energy businesses. Previously, he was a member of the Board of Directors of Delachaux SA (2012 to 2018). He was Executive Vice President of Alstom Group (member of the Executive Committee) and served as President and CEO of Alstom Grid (2011 – 2015). From 2009 to 2011, he was a Senior Managing Director at CVC Capital Partners. Prior to this, he held various positions with Alstom Group in technology venture capital with Softbank and in consulting with McKinsey & Company. Greg Poux-Guillaume started his career in Exploration and Production with Total.

He holds a MBA from Harvard Business School, USA and a Master of Science, Mechanical Engineering from the Ecole Centrale Paris, France.

Barbara Angehrn, member of the Board of Directors and member of the Nomination and Remuneration Committee, is a Swiss and Serbian citizen born in 1974.

Binding interests: Chief Executive Officer and member of the Board of Asceneuron SA since October 2023, Non-Executive Director of Bellevue Group since March 2023, and owner and managing officer of STEPSTONE Pharma GmbH since January 2015.

Prior to her role at Asceneuron, a research and development-focused biotech, she spent over four years (2018-2022) as a Member of the Executive Committee (EVP) and Chief Business / Marketing Officer at Vifor Pharma Group (acquired in August 2022 by CSL). During her time as an Executive at Vifor, Barbara had various responsibilities ranging from Global commercial, Vifor's nephrology portfolio as well as managing operations like manufacturing, IT, IR & corporate communications etc. Before joining Vifor Pharma, Barbara served as the Chief Executive Officer and founder of STEPSTONE Pharma from January 2015 to November 2018. She was also Vice President Europe at Exelixis from February 2014 to January 2015, and Head of Commercial EMEA at Onyx Pharmaceuticals from 2012 to 2014. Prior to these roles, Barbara spent more than 10 years at Amgen in various leadership positions.

Barbara Angehrn holds a Master’s degree in Finance and Capital Markets from the University of St. Gallen in Switzerland.

René Willi, member of the Board of Directors and member of the Audit Committee, is a Swiss citizen born in 1967.

Binding interests: Chief Executive Officer of the Global Oral Reconstruction Group at Henry Schein Inc. and a member of the Henry Schein Inc. Executive Management Committee since 2021. Board member of the following companies controlled by Henry Schein Inc: BioHorizons Inc. (since 2014), Camlog Holding AG (since 2013), Biotech Dental SAS (since 2023), Medentis Medical GmbH (since 2018), and ACE Surgical Supply Co., Inc. (since 2019).

Before joining Henry Schein in 2013, René Willi was Executive Vice President, Surgical Business Unit, at Institut Straumann AG in Basel, Switzerland, a company he joined in 2005. Prior to Straumann, René held roles in the cardiovascular division of Medtronic. Before that, René served as a management consultant with McKinsey & Company. René started his career in plant engineering as a process engineer (Ems-Inventa) and senior manager sales & engineering (Von Roll Inova AG).

René graduated from the ETH Zürich with a PhD in Chemistry and a Master’s in Industrial Management.

David Metzger, member of the Board of Directors and member of the Nomination and Remuneration Committee, is a Swiss and French citizen born in 1969.

Binding interests: Member of the Board of Directors of Sulzer Ltd since 2021 and of Swiss Steel Holding AG since 2020. Investment and portfolio manager for Liwet Holding AG.

David Metzger is an experienced investment professional serving a range of international companies in the areas of investments, M&A and portfolio strategy. David Metzger is investment and portfolio manager for Liwet Holding AG since January 2015. Previously, he was investment director at renewable energy fund Good Energies AG (now Bregal Energy, part of COFRA Holding, 2007 to 2011), senior manager at Bain & Company (2000 to 2007) and has also worked at Novartis and Morgan Stanley. David Metzger was also a member of the Board of Directors of OC Oerlikon (2016 -2021), Octo Telematics SpA (2014 - 2023), and Norsun (2008 - 2009).

David graduated from the University of Zurich with a Master’s degree in Finance, as well as from INSEAD with a MBA.

Daniel Flammer, member of the Board of Directors and member of the Audit Committee, is a Swiss citizen born in 1969.

Binding interests: Member of Board of Directors of AdvisReal AG since 2018 and AR Professional Services AG since 2021. Chairman of the Board of Directors of Tiwel Holding AG since 2019. Chairman/Member of the Board of Directors of altrimo treuhand group AG since 2020.

Daniel Flammer is the Managing Partner of AR Financial Advisory AG in Zurich since April 2018. Previously, he was a partner in Audit & Advisory at Deloitte AG Zurich (2004 to 2018), a firm he joined in 1998 after starting his career with Hess Revisions- und Wirtschaftsberatungs AG & Hess Grant Thornton AG, ALFA Treuhand- und Revisions AG and Communal Administration of Niederburen in St. Gallen. Daniel qualified as a certified public accountant in 1997 and previously graduated from the University of Applied Sciences for Business HWV St. Gallen (Betriebsökonom HWV/FHSG). He was certified as an International Director at INSEAD in 2018.

Number of permitted activities

According to Art. 33 of medmix’ Articles of Association (on medmix.swiss/en/Investors/Governance; under Downloads), the maximum number of additional mandates held by members of the Board of Directors outside the medmix group is ten, of which a maximum of four mandates may be with listed companies. Exceptions (e.g., for mandates held at the request of medmix) are also defined in Art. 33 of the Articles of Association. All Board of Directors` members comply with these requirements and no exceptions were granted in the reporting period.

Elections and terms of office

Art. 18 of the Articles of Association (on medmix.swiss/en/Investors/Governance; under Downloads) stipulates that the Board of Directors of medmix Ltd shall comprise three to seven members. Each member is elected individually. The term for members of the Board of Directors is one year until the next AGM, but re-election is possible. At the AGM of April 28, 2023, all seven Board members were re-elected, all for terms of one year. Rob ten Hoedt was elected as new Chairman of the Board of Directors, Greg Poux-Guillaume did not stand for re-election as Chairman. The Board of Directors holds the following nationalities: two from Switzerland, one from Switzerland/Serbia, one from the Netherlands, one from Switzerland/France, one from Switzerland/Italy and one from France. Professional expertise and international experience played a key role in the selection of the members of the Board of Directors.

According to Art. 4 of the Organizational Regulations of the Board of Directors (on medmix.swiss/en/Investors/Governance; under Downloads), the term of office of a board member ends no later than on the date of the AGM in the year when the member reaches the age of 70. The Board of Directors can make exceptions up to but not exceeding the year in which the member reaches the age of 73.

At the AGM of April 28, 2023, Proxy Voting Services GmbH was elected as the independent proxy of medmix Ltd for a term of office extending until completion of the next AGM. The Articles of Association (on medmix.swiss/en/Investors/Governance; under Downloads) do not contain rules on the granting of instructions to the independent proxy and the electronic participation in the Shareholders’ Meeting that deviate from the default Swiss law.

Internal organizational structure

The Board of Directors constitutes itself, except for the Chairman of the Board of Directors who is elected by the Shareholders’ Meeting. The Board of Directors appoints from among its members the Vice-Chairman of the Board of Directors and the members of the Board Committees, except for the members of the Nomination and Remuneration Committee, who are elected by the Shareholders’ Meeting. In addition, the Board of Directors appoints a secretary, who does not need to be a member of the Board.

There are currently two standing Board Committees (for their constitutions, see below):

• the Audit Committee, and
• the Nomination and Remuneration Committee.

The Organizational Regulations of the Board of Directors and the relevant Committee Regulations, which are published on medmix.swiss/en/Investors/Governance (under Downloads), define the division of responsibilities between the Board of Directors and the CEO. They also define the authorities and responsibilities of the Chairman of the Board of Directors and of the two standing Board Committees.

For each resolution to be taken by the Board of Directors, written documentation is distributed to the members of the Board of Directors ahead of each meeting. The Board of Directors and the Committees meet as often as required by the circumstances. The Board of Directors meets at least five times per year, the Audit Committee and the Nomination and Remuneration Committee meet at least twice annually. The Board of Directors shall be deemed quorate if at least half of its members are present and if the majority of the members present are not representatives of a shareholder subject to sanctions pursuant to Article 18 of the Articles of Association (on medmix.swiss/en/Investors/Governance; under Downloads). Resolutions of the Board of Directors are passed upon the majority of votes cast. In case of a tie, the chairman of the meeting shall have the casting vote.

In 2023, the Board held five ordinary meetings in person, lasting on average 5 hours 20 minutes and two extraordinary meetings (held via video conference), lasting on average 70 minutes. The Nomination and Remuneration Committee held four meetings in 2023, lasting an average of 1.5 hours, and the Audit Committee also held four meetings, lasting an average of 1.5 hours. For further details, see the table below. The CEO, the CFO and the secretary of the Board of Directors also generally attend the Board of Directors` meetings in an advisory role. Other members of the Executive Committee, the extended Executive Team as well as other selected executives are invited to attend Board of Directors` meetings as required to provide their specific input on midterm planning, the strategy, the budget, market segment-specific items or investments and acquisitions.

The Committees do not make any decisions, but rather review and discuss the matters assigned to them and submit the required proposals to the Board of Directors for a decision. At the next Board meeting following the Committee meeting, the chairpersons of the Committees report to the Board of Directors on all matters discussed, including key findings, opinions and recommendations.

Audit Committee

The Audit Committee (members listed above) assesses the midyear and annual consolidated financial statements and, in particular, the activities – including effectiveness and independence – of the internal and statutory auditor and the cooperation between the two bodies. It also assesses the internal control system as well as risk management and compliance, with at least one meeting per year dedicated to risk management and compliance. The Regulations of the Audit Committee can be viewed on medmix.swiss/en/Investors/Governance (under Downloads). The CFO, the secretary of the Board of Directors, the Deputy CFO (who is also the secretary of the Audit Committee) and the external auditor-in-charge attend the meetings of the Audit Committee. In 2023, the Audit Committee held four meetings. The statutory auditor attended all the meetings, and internal subject matter experts gave presentations to the Audit Committee during the meetings.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee assesses the compensation systems and recommends compensation for the members of the Board of Directors and the Executive Committee (including short-term and long-term incentive components) to the Board of Directors in accordance with its specifications. It carries out broad compensation benchmarking with an international comparison group, supported by studies of consulting firms, if necessary, and it scrutinizes the work of internal and external consultants. The Nomination and Remuneration Committee also deals with nomination matters and assesses the criteria for the election and re-election of Board of Directors` members and the nomination of candidates for the Executive Committee. It is furthermore responsible for the succession planning for the CEO and the Executive Committee. The members of the Nomination and Remuneration Committee are elected by the Shareholders’ Meeting. The Nomination and Remuneration Committee Regulations are available on medmix.swiss/en/Investors/Governance (under Downloads). The CEO and the Chief Human Resources Officer attend the meetings of the Nomination and Remuneration Committee. In 2023 the Nomination and Remuneration Committee held five meetings.

Definition of areas of responsibility

The Board of Directors has largely delegated executive management powers to the CEO. However, it is still responsible for matters that cannot be delegated in accordance with Art. 716a of the Swiss Code of Obligations. These matters include corporate strategy, the approval of mid-term planning and the annual budget, and key personnel decisions. The same applies to acquisition and divestiture decisions exceeding CHF 20 million, investments in fixed assets exceeding CHF 10 million, major corporate restructurings, approval of dispute settlements with an impact on operating income of more than CHF 5 million, approval of research and development projects exceeding CHF 5 million, other matters relevant to the company, and decisions that must be made by law by the Board of Directors. The competency regulations and the nature of the collaboration between the Board of Directors and the Executive Committee can be viewed in the Organizational Regulations of the Board of Directors on medmix.swiss/en/Investors/Governance (under Downloads).

Information and control instruments

Each member of the Board of Directors receives a copy of the monthly financial information, the midyear report and annual financial statements. These include information about the balance sheet, the income and cash flow statements, as well as key figures for the company and its market segments. They incorporate comments on the respective business results and a rolling forecast for the current business year. The CEO and CFO report at every Board of Directors` meeting on financial performance, business development and initiatives for each business segment, together with key organic and inorganic projects, as well as all matters relevant to the company. Updates regarding employees, sustainability and compliance are given. Once per year, the Board receives the forecasted annual results. During these Board of Directors` meetings, the chairpersons of the Committees also report on all matters discussed by their Committees, and on the key findings and assessments, and they submit proposals as required. Each year, the Board of Directors discusses and approves the budget for the following year and the midterm plan, the latter being subject to periodic review. The Board also reviews the strategy for the company. The Chairman of the Board of Directors regularly consults with the CEO and other representatives of the Executive Committee with respect to strategic matters and focus areas. In addition, the Board of Directors receives a status update on investor relations on a regular basis, and each member of the Board of Directors may request information regarding all matters relating to the group’s business.

Group Internal Audit

While in 2022 medmix Group Internal Audit received support from Sulzer group under the Transitional Services Agreement, in 2023 the establishment of a stand-alone in-house Group Internal Audit team has been finalized and the Group Internal Audit function operated independently on all assignments. The objective of Group Internal Audit is to provide independent objective assurance and other services to help ensure that the medmix group operates in accordance with the management, internal controls and governance processes, which are adequate for the achievement of business objectives. Group Internal Audit is approved to provide assurance services to both medmix and external stakeholders such as external auditors. Meetings between internal audit and the statutory auditor take place on an annual basis, to discuss the internal audit organization and approach.

Group companies are audited by Group Internal Audit based on an audit plan that is approved by the Audit Committee. Special audit assignments may be performed upon request of a member of the Board of Directors, the Executive Committee or the management of the relevant group company, with prior approval from the chairperson of the Audit Committee.

In 2023, Group Internal Audit carried out ten audit assignments. Five of those assignments included follow-up reviews to verify the implementation of recommendations from previous audits. One of the focal points was the internal control system as well as compliance with the company’s governance structure.

The results of each audit and key remediation measures are discussed in detail and agreed upon with the relevant group companies, and also shared with members of the Executive Committee. The Chairman of the Board of Directors, the members of the Audit Committee, the CEO, the CFO, the Deputy CFO, the COO and other line managers of the audited group company receive a copy of the audit report. Significant findings and recommendations are also presented to and discussed with the Executive Committee. A follow-up process is in place for all internal audits, which allows efficient and effective monitoring of how the improvement measures are being implemented.

Group Internal Audit prepares a summary of audit activities and results, along with the status of implementation of improvement measures. On a quarterly basis, the Head of Internal Audit presents the summary to the Audit Committee and, thereafter, it is reported to the Board of Directors.

Risk management and compliance

In 2023, compliance management and risk at medmix were autonomously established, independent of Sulzer support. The transition from TSA relative to compliance concluded at the end of 2022, and support from Sulzer ceased. medmix took charge of compliance management, utilizing proprietary IT Systems for campaigns, reporting, hotline, screening and due diligence. The revised structure includes the appointment of two regional compliance heads for Asia and the US. Corporate Compliance primarily falls under the purview of the Chief Compliance Officer, overseeing global compliance programs. Regional compliance is tasked with establishing and managing compliance initiatives specific to their respective areas.

At the end of 2022, medmix launched its own compliance hotline and incident reporting system, in addition to its comprehensive compliance program. Such reports can be made anonymously via a dedicated website. Furthermore, a directive sets clear rules for internal investigations. During 2023, 1'579 employees in defined targeted groups participated in a Business Code of Conduct compliance e-learning module to ensure understanding and adherence to ethical standards, legal regulations, and company policies. This training fostered a culture of integrity, reduces the risk of misconduct, and promotes a positive work environment, demonstrating a commitment to responsible business practices. With this campaign in 2023, medmix contributes to ethical decision-making, legal compliance, and the overall success and sustainability of the business.

medmix places high priority on conducting its business with integrity, in compliance with all applicable laws and internal rules, and on accepting only reasonable risks.

An internal control system as well as several policies and directives are in place, addressing different compliance topics, such as a Code of Business Conduct published on medmix.swiss/en/Investors/Governance (under Downloads), rules regarding antitrust risks, bribery and corruption, export control and other risks (e.g., non-compliance with stock exchange laws and regulations, insufficient protection of intellectual property and know-how, violations of privacy and data protection or with regard to environment, quality, safety and health are monitored. The Chief Compliance Officer is responsible for the further development of medmix group’s compliance management system.

Under the lead of the Chief Compliance Officer, a compliance risk analysis took place that formed the basis of the medmix integrated Compliance Management System (CMS), covering organizational and procedural principles and measures to ensure compliance with legal requirements and internal company guidelines. The medmix CMS targets the principles of good corporate governance, proportionality, integrity, transparency, accountability, and sustainability and is structured in three main pillars: Prevention, Detect and React.

• Prevention measures to avoid misconduct and compliance risks were implemented through the medmix compliance hotline, the worldwide centralized Compliance Training and Campaign Platform, the corporate due diligence process performing integrity checks and the Policy Manager accessible to all employees. The Code of Business Conduct carries the measures at its core.
• Detect: instruments for detecting misconduct were established through the whistleblower system, internal audit, and compliance controls.
• React: continuous improvement through monitoring, audits, and investigations to correct or eliminate weaknesses in processes and controls, as well as defining disciplinary measures.

The CMS is regularly reviewed, evaluated, and, if necessary, adapted. This enables a continuous risk assessment and adaptation to the actual risk situation of the company with a formal yearly Enterprise Risk Management review as described thereafter.

At medmix, risks are assessed regularly as part of the company’s integrated risk management process. The procedure to understand and manage risk is based on a landscape framed by medmix’ objectives and operating environment. medmix ERM involves viewing risk holistically across the organization. Both insurable and non-insurable risks are identified, with the objective to eliminate, mitigate, or transfer such risk, or prepare to accept them. The medmix ERM embodies the organizational culture of prudent risk-taking and is the process of identifying, assessing, and responding to risks, and communicating the outcomes of these analyses in a timely manner. The Executive Committee encourages a strong organizational culture and awareness of risk to ensure that the organization can overcome the factors that inhibit effective risk management.

The analysis of the external and internal context shows the environment in which medmix seeks to define and achieve its objectives.

The primary external influences relate to the social, cultural, political, legal, regulatory, financial, technological, and economic environments within which medmix operates. These external influences occur at international, national, state, regional, or local levels. Influences on the internal environment for medmix include medmix current operations and business objectives.