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Report of the Supervisory Board
Powers of the Supervisory Board
The Supervisory Board oversees both the policies
pursued by the Management Board and the general
course of AMG’s business. It also provides advice to
the Management Board. In performing its duties, the
Supervisory Board is required to act in the interests of
the AMG Group and its businesses as a whole. While
retaining overall responsibility, it has assigned certain
of its preparatory tasks to three committees: the Audit
Committee, the Selection and Appointment Committee
and the Remuneration Committee, each of which reports
on a regular basis to the Supervisory Board. The separate
reports of each of these Committees are published below.
The Supervisory Board further supervises the systems
and management of the internal business controls and
financial reporting processes and it determines the remuneration
of the individual members of the Management
Board within the remuneration policy adopted by the
General Meeting of Shareholders.
Composition of the Supervisory Board
The Supervisory Board was first established on June
6, 2007, and currently consists of six members. Messrs.
Pedro Pablo Kuczynski (Chairman), Jack Messman (Vice
Chairman), Guy de Selliers, Norbert Quinkert, General
Wesley Clark and Martin Hoyos. The Supervisory Board
aims for an appropriate level of experience in technological,
manufacturing, economic, social and financial
aspects of international business and public administration.
The composition of the Supervisory Board must be
such that the combined experience, expertise and independence
of its members enables the Supervisory Board
to carry out its duties. All Supervisory Board members
qualify as independent as defined in the Dutch Corporate
Governance Code. All members of the Supervisory Board
completed a questionnaire to verify compliance in 2010
with the applicable corporate governance rules and
the rules governing the principles and practices of the
Supervisory Board.
40 Report of the Supervisory Board
The Resignation Schedule of the Supervisory Board
is as follows:
Pedro Pablo Kuczynski 2011
Wesley Clark 2013
Jack Messman 2013
Martin Hoyos 2013
Norbert Quinkert 2014
Guy de Selliers 2014
Mr. Kuczynski will resign by rotation from the Supervisory
Board at the Annual General Meeting of Shareholders on
May 11, 2011. Mr. Kuzcynski is eligible for immediate reappointment
for a period of four years. The Supervisory Board
proposes the reappointment of Mr. Kuzcynski as member
of the Supervisory Board. A nomination for his appointment
will be submitted to the 2011 Annual General Meeting of
Shareholders. If the general meeting of shareholders will
appoint Mr. Kuzcynski as supervisory board member again,
the Supervisory Board intends to designate Mr. Kuzcynski
as Chairman of the Supervisory Board again.
Supervisory Board Meetings
The Supervisory Board held eight meetings in the course
of 2010, including meetings by telephone conference.
Six of these meetings were held in the presence of the
Management Board. Almost all meetings were attended
by all members. None of the members of the Supervisory
Board was frequently absent from Supervisory Board
meetings. The items discussed in the meetings included
recurring subjects, such as AMG’s financial position,
objectives and results, strategy, potential acquisitions,
business plans of the Advanced Materials (AMD) and
Engineering Systems (ESD) Divisions, capital expenditure
programs, succession planning, operations review as
well as regular review of the strategic objectives and
initiatives of the Company and the Company’s ongoing
actions in the field of Corporate Social Responsibility.
Financial metrics presented to the Supervisory Board to
measure the performance of AMG include net income,
earnings per share, EBITDA, financial leverage (net
debt to EBITDA), debt to equity, return on shareholders’
equity and return on capital employed. Furthermore, the