Governance Framework
At Sunstar, we strive for the highest standards of governance and operations, guided by our motto and vision “Always strive to help people everywhere achieve better health and enhance their quality of life”. Our Corporate Governance framework supports transparent decision-making, reporting, and information sharing, reinforcing our commitment to ethical leadership and sustainable business practices.
Our governance principles and processes are embedded in key foundational documents, including the board-approved Group Governance Manual. These principles are regularly reviewed and updated by the Governance, Risk and Compliance (GRC) department, ensuring alignment with best practices.
Corporate Governance Structure
Sunstar is a privately held company, governed by a framework designed to ensure strategic oversight, operational leadership, and long-term accountability—all aligned with our corporate purpose: to help people everywhere achieve better health and enhance their quality of life.
Administrative and Supervisory Bodies
The Board of Directors is the ultimate supervisory body of the Sunstar Group, overseeing the company’s strategy, organizational structure, governance practices, risk management, Compliance, and other items.
The Internal Audit Department reports directly to the Board of Directors and provides independent assurance on the effectiveness of internal controls across business units and corporate functions. An external Audit firm, appointed by the shareholders, performs statutory audits of the company’s financial statements.
Executive Body
The Executive Committee is the Group’s highest-level management body for ensuring the execution of the strategic decisions made by the BoD. It oversees and leads Group-level functional and business line management to ensure the proper functioning of the organization. Its members are the leaders of the business units and the leaders of the Group functions. The Committee also collaborates closely with the Internal Audit function to ensure transparency, compliance, and continuous improvement.
Shareholder Rights
In line with Swiss law, Sunstar’s shareholders hold the authority to appoint members of the Board of Directors, the External Auditors, and to pass resolutions concerning the matters reserved to the shareholder.
Risk Management
The Sunstar Group has established the GRC Department (including Internal Audit, Enterprise Risk Management, Insurance Management and ESG) with the aim of supporting the Board and the Executive Committee in governance-related matters, including the systematic management of strategic and key operational risks and opportunities on a global level. Being under the direct control of the Board of Directors, it conducts audits and other reviews and issues regular reports including recommendations for the strengthening of the corporate governance.
The roles of our risk management function
Our Risk Management function is responsible for proactively and systematically evaluating and reducing the global strategic risks to which the company is exposed, with the aim of enhancing its resilience and strengthening its long-term financial stability. The function engages primarily in the following activities:
- Alignment of the Group’s key stakeholders with its risk framework
- Identification, assessment, and prioritization of existing risks using the Group’s Risk Register,
- Provision of support to the different business units in active risk mitigation
- Provision of regular updates to the group’s top management
- Maintenance of the company’s risk management Software
The approach based on the three lines model
Based on the recommendations of the Institute of internal Auditors’ (IIA) guidelines, GRC acts according to the ‘Three Lines Model’, as per the following exhibit:
- The first line includes functions that own and manage risk in the core business activities and in the local organizations, including management controls and internal controls measures
- The second line includes functions that oversee or specialize in risk management and compliance, such as financial controls, risk management, Quality Assurance etc.
- The third line includes functions that provide independent auditing and assurance in addition to the first and second lines, especially internal audit, to provide assurance that their risk management is effective.
The ultimate value of risk reduction
The ultimate value of our function lies in risk reduction. Our analysis shows that this is indeed achieved as a result of the implementation of the rigorous risk policies and activities discussed above.
Code of Conduct
The Sunstar Code of Conduct is the foundation of our global compliance framework. It outlines the ethical standards and responsibilities that all executives and employees across the Sunstar Group are expected to uphold.
More than a set of internal rules, the Code of Conduct serves as a guiding reference for how we conduct ourselves at work and interact with others. It reflects our shared commitment to the highest standards of integrity, professionalism, and respect—both within the company and in our relationships with stakeholders.
Available in nine languages, the Code covers a wide range of topics, including our corporate philosophy, responsibilities of directors and employees, obligations to clients and consumers, financial integrity, environmental stewardship, and health and safety. It plays a key role in enabling a strong compliance culture throughout the organization.
Whistleblower policy
At sunstar, employees are encouraged to speak up if they suspect any violation of lows, internal policies, or our Code of Conduct, or observe unethical behavior. Concerns related to accounting, internal controls, or other significant concerns can also be reported.
Reports can be made confidentially and/or anonymously. Any form of relation against individuals who raise concern in good faith is prohibited.
Compliance with Taxation Rules
Sunstar believes that the payment of taxes is not only a legal but also a social responsibility that companies must fulfill. As such, each group company complies with the taxation laws of the respective countries.