Adidas 2002 Annual Report Download - page 96

94 REPORTING
Corporate Governance Overview /// THE LAST
YEAR REPRESENTED A MAJOR MILESTONE FOR adidas-
Salomon IN OUR EFFORTS TO ENSURE RESPONSIBLE AND
VALUE-ORIENTED CORPORATE MANAGEMENT. CONTINUING
OUR ENDEAVORS TO GUARANTEE A HIGH STANDARD OF
TRANSPARENCY WITH REGARD TO THE GOVERNANCE OF
adidas-Salomon, WE DEVELOPED THE adidas-Salomon
CORPORATE GOVERNANCE PRINCIPLES. THESE PRINCIPLES
DOCUMENT OUR COMMITMENT TO STRENGTHENING THE
RIGHTS OF SHAREHOLDERS, TO UPHOLDING TRUE AND
FAIR TRANSPARENCY AND REPORTING STANDARDS AS
WELL AS MAKING THE COMPOSITION, RESPONSIBILITIES
AND FUNCTIONING
OF THE EXECUTIVE AND SUPERVISORY
BOARDS CLEAR
EXTERNALLY.
A TRADITION OF STRONG CORPORATE GOVERNANCE
PHILOSOPHY /// Good corporate governance has always been
an integral part of the adidas-Salomon business philosophy.
Over the years, we have consistently made major efforts in
communicating and increasing transparency about our Group.
For example, the Social and Environmental Report, that we
have regularly published since 2000, reflects our commitment
not only to improve issues related to the environment and
working conditions but also to ensure transparency in these
areas. In 2002, we further increased our focus on responsible
and value-oriented corporate management. We established a
Corporate Governance working group, comprised of members
of the Executive and Supervisory Boards. This working group
developed adidas-Salomon’s Corporate Governance Princi-
ples, based on the German Corporate Governance Code as
well as on the recommendations of other internationally
recognized codes of best practice. In December 2002, the
Executive and Supervisory Boards issued the adidas-Salomon
Declaration of Compliance with the German Corporate
Governance Code. The adidas-Salomon Corporate Governance
Principles were approved by the Executive and Supervisory
Boards in January 2003. A full text version of these docu-
ments is available on our corporate website at www.adidas-
Salomon.com.
SHAREHOLDERS’ RIGHTS /// Our shareholders exercise their
rights at the Annual General Meeting according to the “one
share – one vote – one dividend” principle. They ratify the
actions of the Executive and Supervisory Boards as well as the
appropriation of retained earnings. In addition, the Annual
General Meeting approves changes in the adidas-Salomon
Articles of Association.
To encourage maximal Annual General Meeting interest,
we webcast our Annual General Meetings via the Internet. In
2002, we were also among the few German companies to offer
a video transmission in German and English of the Annual
General Meeting in its entirety, including the discussion
between our shareholders and Management. Moreover, a
representative can be reached during the Annual General
Meeting to exercise shareholders’ voting rights in accordance
with their instructions.
SUPERVISORY BOARD /// The adidas-Salomon Supervisory
Board is composed of 12 members who are diverse in their
professional background and nationalities. Six members are
elected by the shareholders at the Annual General Meeting
and six members are elected by the employees pursuant to
the German Co-Determination Act (MitBestG). The term of
office of the current Supervisory Board members will expire
at the end of the Annual General Meeting in May 2004.
The role of the Supervisory Board is to advise and super-
vise the Executive Board in the management of the Group.
The Supervisory Board is involved in all decisions of funda-
mental importance to the Group. It appoints and dismisses
the members of the Executive Board. The members of the
Supervisory Board receive a fixed remuneration that is
approved by the Annual General Meeting and incorporated
into the Articles of Association. We report the cumulative
remuneration of the Supervisory Board in the notes to the
consolidated financial statements (see note 31) and on our
corporate website.
Corporate Governance