Reebok 2007 Annual Report Download - page 30

026
ANNUAL REPORT 2007 --- adidas Group TO OUR SHAREHOLDERS - Corporate Governance Report
CORPORATE GOVERNANCE REPORT We are committed to the principles of good Corporate
Governance and continually strive to stren
g
then and sustain the trust that investors, business
partners, employees and the public have placed in us. Accordin
g
ly, our Executive and
S
uper-
vi
sory Boards re
g
ularly evaluate current nat
i
onal and
i
nternat
i
onal standards re
g
ard
i
n
g
res
p
onsible, trans
p
arent and e
ffi
cient com
p
any management with the objective o
f
enhancing
c
orporate governance at the adidas Group
a
nd increasing sustainable value. Corporate
Go
v
e
rn
a
n
ce
ac
tiviti
es
in 2007 focused on the implementation of another effi ciency examination
o
f our
S
upervisory Board on the consultation re
g
ardin
g
newly
i
ntroduced recommendat
i
ons and
sugges tions of the
G
erman
C
or
p
orate
G
overnance
C
ode as well as on the measures necessary
f
or the early im
p
lementation o
f
the
EU
Audit Directive
.
DUAL BOARD SYSTEM As required by the German Stock Corporation Act (Aktiengesetz – AktG), adidas AG has a dual board system
which assigns management functions to the Executive Board and control functions to the Supervisory Board. These two boards.
are strictly separated in terms of membership and competen cies. Our Executive Board is currently composed of four members.
 see Executive Board, p. 018 Our 12-member Supervisory Board comprises an equal number of shareholder and employee representatives
in accordance with the German Co-Determination Act (Mitbestimmungs gesetz – MitbestG).  see Supervisory Board, p. 025
INCREASED EFFICIENCY THROUGH SUPERVISORY BOARD COMMITTEES In order to perform its tasks in a most effi cient manner,
our Super visory Board has formed expert committees, whose chairmen report to the entire Supervisory Board on a regular basis.
- The Steering Committee, which consists of the Supervisory Board Chairman and his two deputies, discusses major issues,
prepares resolutions and is authorized in special urgent cases to take resolutions in lieu of the Supervisory Board.
- The co-determined General Committee, with four members, is responsible in particular for the preparation of Supervisory
Board resolutions regarding the appointment of Executive Board members. Further, the General Committee decides on the
content of the related employment agreements as well as the structure and level of Executive Board compensation.
- The co-determined Audit Committee, which also comprises four members, deals primarily with accounting, risk management
and compliance issues. It assesses and supervises the auditor’s independence and determines audit priorities. In addition, the
Audit Committee examines the annual fi nancial statements and consolidated fi nancial statements including Management Reports.
Further, the Audit Committee prepares the respective Supervisory Board resolutions as well as the agreement with the auditor.
Furthermore, it deals with the quarterly and half-year fi nancial reports.
- The four-member Mediation Committee, formed in accordance with § 27 section 3 of the German Co-Determination Act,
is responsible for submitting a proposal to the Supervisory Board regarding the appointment or dismissal of Executive Board
members if the two-thirds Supervisory Board majority required for an appointment or dismissal is not achieved in the preceding
resolution.
- In addition, a committee was established ad hoc in 2007 with three members for the “Sale of Herzo-Base” project.
 see Supervisory Board Report, p. 020