Governance

AMG’s Values form the core foundation of AMG’s ambition to be a leader in the fields of critical materials and engineering services and to achieve excellence in all that it does. We act with integrity and endorse good corporate governance, with a focus on independence, accountability and transparency. One of the ways we do this is to ensure AMG employees receive mandatory ethics and anti-trust training and to demonstrate that accountability starts with our people. AMG aims to be as open and transparent as possible about its structure, financial reporting, internal controls, tax reporting and procedures.

More details on key governance aspects are found in the sections below:

corporate governance structure

The executive management of AMG is entrusted to its Management Board, which is chaired by the Chief Executive Officer. The Articles of Association provide that the number of members of the Management Board shall be determined by the Supervisory Board. The members of the Management Board are appointed by the General Meeting of Shareholders for a maximum term of four years and may be re-appointed for additional terms not to exceed four years. The Management Board members are collectively responsible for creating a culture within the AMG Group that is focused on long term value creation. Each Management Board member shall serve the best interests of the Company with a view to creating long term value, while carrying out his responsibilities and will take into account the interests of all the Company’s stakeholders.

The Supervisory Board supervises the general course of business of the Company and the way the Management Board implements the long term value-creation strategy of the Company. The Supervisory Board regularly discusses the strategy, the implementation of the strategy and the principal risks associated with it. The Supervisory Board assists the Management Board by providing advice. In fulfilling their duties, the Supervisory Directors shall act in the interest of the Company and its affiliated enterprises and the Supervisory Board shall take into account the stakeholder interests that are relevant in this context. The Supervisory Board is responsible for the quality of its own performance and evaluates its own performance and that of the Management Board once per year. Under the two-tier corporate structure pursuant to Dutch law, the Supervisory Board is a separate body that is independent of the Management Board. Members of the Supervisory Board can be neither members of the Management Board nor employees of the Company. The Supervisory Board discusses and approves major management decisions as well as the Company’s strategy. The Supervisory Board has adopted its own rules of procedure concerning its own governance, committees, conflicts of interest and more. The rules of procedure are published on the Company’s website and include the charters of the committees to which the Supervisory Board has assigned certain preparatory tasks, while retaining overall responsibility.

ethics & business conduct

The AMG Code of Business Conduct and the Speak Up and Reporting Policy, which reference the AMG Values, are prominently displayed in the local language at each place where the AMG companies carry out their operations and where AMG staff are employed. In 2017, AMG completed its mandatory online general ethics training for all employees who are not involved in manual labor activities. A general ethics training program for employees who are involved in manual labor activities was updated in 2017 (after its first deployment in 2015) and will be deployed in 2018. In 2017, AMG also completed its online anti-bribery training for designated staff. In the 2018/2019 timeframe, AMG will launch its general antitrust and competition law principles training for designated staff. The general ethics training, anti-bribery training, and general antitrust and competition law trainings are repeated in three-year cycles.

A network of compliance officers located at all major sites oversees deployment of AMG’s ethics training programs and distribution of information concerning AMG’s Values and Code of Business Conduct. In October 2017, AMG’s Chief Compliance Officer reported to the Management Board and senior management of AMG, and more recently in 2018 to the Supervisory Board, about applicable compliance and incident trends at AMG. During the 2016-2017 period, the number of complaints received under AMG’s Speak Up and Reporting policy was well below the available benchmark as published by NAVEX Global (2017 Ethics & Compliance Hotline & Incident Management Benchmark report). No incidents or complaints have been reported to AMG or any public authorities to date which would implicate AMG or any of its staff in any bribery scheme involving public officials or agencies.

Visit Corporate Governance for more information.

GRI Indicator Description Units AMG Critical Materials AMG Engineering AMG Group
      2016 2017 2016 2017 2016 2017
307-1 Environmental Fines ’000 US dollars 32 0 0 0 32 0
205-2 Fines for Non-Compliance with Laws ’000 US dollars 0 0 0 0 0 0
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