Adidas 2002 Annual Report Download - page 98

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96 REPORTING CORPORATE GOVERNANCE /// CORPORATE GOVERNANCE OVERVIEW
CONFIDENTIALITY AND INSIDER TRADING RULES ///
Members of the adidas-Salomon Boards are bound to observe
secrecy on confidential data of the Group. Executive and
Supervisory Board members are required to observe German
law on securities trading. This means that they are not
allowed to disclose insider information or utilize it to acquire
or dispose of adidas-Salomon shares for their own account or
for any other person. Furthermore, they shall not use such
information to recommend the acquisition or disposal of
shares to other parties.
D&O POLICY IN PLACE FOR adidas-Salomon BOARD
MEMBERS /// Members of the Executive and Supervisory
Boards are required to comply with principles of proper cor-
porate management. If they culpably violate the due care and
diligence of prudent and conscientious Executive or Super-
visory Board members, they may be liable to adidas-Salomon
for damages. However, to cover risks to the Group that
could arise as a result of such violations, adidas-Salomon
has contracted a Directors’ and Officers’ Liability Policy
(D&O Policy).
IMPROVING TRANSPARENCY /// At adidas-Salomon, we are
committed to fostering an open dialog with the financial
community and ensuring fair and equal treatment of our
shareholders. To offer more uniformity and hence more
transparency and comparability with our major competitors,
we prepare our consolidated financial statements in accor-
dance with the International Financial Reporting Standards
(IFRS). We also attach great importance to making all mate-
rial information available to all interested parties at the same
time. We keep the financial community informed about major
adidas-Salomon events through a financial calendar in the
annual report and on our corporate website. An event
reminder service is also available on the Internet, which
alerts Internet users automatically regarding major adidas-
Salomon upcoming events. We publish all key financial
information in English and German and make it accessible on
the Group’s website. In addition to detailed information about
the Group and our corporate governance, such as the adidas-
Salomon Corporate Governance Principles and the Articles of
Association, the website also offers reports, press releases,
webcasts, presentations and transcripts of Annual General
Meetings, analyst conferences and Investor Day events.
DISCLOSURE OF DIRECTORS’ DEALINGS AND CHANGES
TO SHAREHOLDER STRUCTURE /// Pursuant to §15 a of the
German Securities Trading Act (WpHG), our Executive and
Supervisory Boards are bound to disclose without delay the
purchase and sale of adidas-Salomon shares should this
surpass € 25,000 in 30 trading days. This information is
made available in the corporate governance section of our
corporate website. adidas-Salomon has not received any
notification of such transactions to date. Pursuant to § 21
section 1 WpHG, adidas-Salomon has to inform the financial
community regarding major changes in the shareholder
structure, as soon as an investor acquires, exceeds or falls
below 5%, 10%, 25%, 50% or 75% of the voting rights in the
Group. This occurs on the corporate website and in a national
journal for statutory stock market notices in Germany upon
notification from the respective shareholder.
COMPLIANCE WITH THE GERMAN CORPORATE GOVERNANCE
CODE /// adidas-Salomon welcomes the German Corporate
Governance Code that was implemented in February 2002,
with the aim to make Germany’s corporate governance rules
transparent for both domestic and international investors and
thus strengthen confidence in the management of German
corporations. Our Group complies with the German Corporate
Governance Code recommendations and suggestions with the
following exceptions:
>adidas-Salomon’s D&O liability insurance does not include
a deductible for Executive and Supervisory Board members
(Corporate Governance Code, § 3.3.8).
>Our Articles of Association do not specify an age limit for
the members of the Executive and Supervisory Boards
(§ 5.1.2 / 5.4.1).
SALOMON /// XA-SERIES
OUTDOOR FOOTWEAR