C Si Ni Cr V Ti Ta Sc Li Sr Zr Fe Cu Zn Sn B Al Ce U Mn Mo Nb Sb

The Selection and Appointment Committee held one
regular meeting during the year 2010, in addition to various
informal meetings between the committee members and
contacts with the Chairman of the Management Board and
other members of the Supervisory Board, and reported its
findings to the Supervisory Board. Particular attention was
paid in 2010 to review of succession planning, potential
conflicts of interests and the performance by Management
Board members given the challenging times.
Remuneration Committee
Composition: Messrs. J. Messman (Chairman) and
P.P. Kuczynski
The Remuneration Committee is responsible for establishing
and reviewing material aspects of the Company’s
policy on compensation of members of the Management
Board and preparing decisions for the Supervisory Board
in relation thereto. This responsibility includes, but is not
limited to, the preparation and ongoing review of: (i) the
remuneration policy as adopted by the General Meeting of
Shareholders; and (ii) proposals concerning the individual
remuneration of the members of the Management
Board to be determined by the Supervisory Board. The
Remuneration Committee held two regular meetings in
2010, in addition to various informal discussions among
its members. Topics of discussion at the meetings
included: (i) implementation of the remuneration policy
of the Company, including policies with respect to the
compensation of the Management Board; (ii) review of
the base salary for members of the Management Board;
(iii) annual bonuses for members of the Management
Board. In performing its duties and responsibilities the
Remuneration Committee was assisted by external
remuneration experts.
Remuneration Report
The year 2010 concerned the second year in which
the Supervisory Board had to implement the new
FOR THE yEAR ENDED
DECEMBER 31, 2010
BASE
SALARy
ANNUAL
BONUS
OPTION
COMPENSA-
TION
Remuneration Policy for the Management Board, since
this was approved and adopted by the General Meeting
of Shareholders in May 2009 (“the Remuneration Policy”).
The Remuneration Policy is posted on the Company’s
website under the heading Corporate Governance. This
Remuneration Report contains the following two sections:
• Report on Remuneration of the Management
Board in 2010
• Remuneration of the Management Board in 2011
Report on Remuneration of the
Management Board in 2010
The remuneration of AMG’s Management Board for 2010
was based on the Remuneration Policy of the Company.
The Remuneration Policy was developed with a group of
peer companies drawn from the Hay Group Industrial
Market Database. This peer group is an important
yardstick for the Supervisory Board in determining
performance by the Company and setting compensation
for the Company’s Management Board. In addition, it is
noted that pursuant to the Remuneration Policy, it has
been accepted that the Remuneration Committee would
honor existing contractual agreements of the current
Management Board members and therefore would
continue to accept the dual employment contract system
as basis for the remuneration of the Management Board
members. The main terms and conditions of the employment
contracts of the Management Board members are
published on the Company’s website under the heading
Corporate Governance.
In establishing the 2010 remuneration, the Supervisory
Board has considered multiple scenarios on how the
remuneration components would be affected given different
sets of circumstances. Where in 2009, due to the very
difficult economic environment facing the Company, all of
the Management Board members had agreed to reduce
their Base Salary for 2009 in return for stock options, this
appeared not necessary in 2010.
VALUE OF
VESTED OPTIONS
“IN THE MONEy”
AT DEC. 31, 2010
PERFOR-
MANCE
SHARE UNITS
RETIREMENT
BENEFITS &
PENSIONS
OTHER
REMUNERATION
Dr. Heinz
Schimmelbusch $ 1,081,750 $1,379,231 $ 1,081,321 $225,867 $853,992 $313,560 $ 87,432
Eric Jackson $ 632,700 $ 616,883 $ 397,764 $130,744 $256,196 $972,637 $ 49,180
Dr. Reinhard Walter $ 607,108 $ 614,613 $ 397,764 $141,322 $256,196 $358,187 $ 16,624
William J. Levy $ 492,700 $ 480,383 $ 340,427 $102,465 $170,799 $643,890 $ 23,293
Report of the Supervisory Board 43