Pallet-Management-Services - AFM

Remuneration Policy
The Remuneration Committee shall review the objectives,
structure, cost, and administration of all remuneration policies
and programs regarding the Company’s remuneration policy
and with respect to the Company’s Executive Management
Committee.
Stock Option Plans
The Remuneration Committee shall review and make
recommendations to the Supervisory Board with respect to
the Company’s policy and plans with respect to the grant of
stock options or other stock awards.
The Remuneration Committee shall review any proposals from
the Board of Managing Directors for the grant of stock awards.
Grant of stock options by the Board of Managing Directors
should require the prior approval of the Remuneration
Committee, though the Remuneration Committee should have
the discretion to pre-approve certain types and quantities of
option issuances.
Executive Management
The Remuneration Committee shall be responsible for
negotiating and approving any employment agreements,
amendments to employments, or other agreements for
remuneration to be entered into between the Company and
any member of the Company’s Executive Management.
The Remuneration Committee shall monitor the appropriateness
of the remuneration of the Executive Management Committee,
including base salaries, incentive compensation, stock options,
stock awards, and other forms of compensation, including direct
and indirect incentives and benefi ts.
Performance Evaluations
The Remuneration Committee shall evaluate the performance
of the Executive Management Committee and communicate
| CORPORATE | REMUNERATION COMMITTEE / REMUNERATION REPORT |
such evaluation to the respective members of the Executive
Management Committee.
Selection and Appointment Committee
The Selection and Appointment Committee is composed of
Michael Phillips (Chairman), Hervé Defforey, Ralf Gruss, Dr.
Philipp Gusinde and Christoph Schoeller.
The Selection and Appointment Committee shall provide
assistance to and oversight of the Supervisory Board in
connection with the Supervisory Board fulfilling its responsibility
to the shareholders, other stakeholders, and the investment
community with respect to selection and appointment
of Managing Directors, other members of the Executive
Management Committee and members of the Supervisory Board
for the Company.
The responsibilities of the Selection and Appointment
Committee shall include management succession planning and
review of management development.
The Selection and Appointment Committee supported the
decision of the Supervisory Board to elect Mr. Malmström as
further member to the Remuneration Committee.
REMUNERATION REPORT
Remuneration of members of the Board of Managing Directors
Our Board of Managing Directors received in 2006 a total
compensation of US $2.0 million.
No loans from the Company or pension schemes are provided to
members of the Board of Managing Directors.
It is expected that the remuneration policy will remain
unchanged during 2007.
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