Reebok 2007 Annual Report Download - page 33

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ANNUAL REPORT 2007 --- adidas Group
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FURTHER RECOMMENDATIONS OF THE GERMAN CORPORATE GOVERNANCE CODE IMPLEMENTED By resolution of the Annual
General Meeting held on May 10, 2007, we amended our Articles of Association to ensure that remuneration of Supervisory Board
members will refl ect committee participation effective as of 2008. This means we now follow an additional German Cor porate
Governance Code recommendation (hereinafter referred to as “Code”). In 2007, both the Executive and Supervisory Boards were
regularly informed on the latest Corporate Governance developments by our Corporate Governance Offi cer. The Boards also
examined our compliance with Code regulations, particularly with the new regulations which came into effect on June 14, 2007.
As a result of these discussions, the Executive and Supervisory Boards issued an updated Declaration of Compliance pursuant
to § 161 of the German Stock Corporation Act on February 11, 2008. The full text version is available for download on our website
at  www.adidas-Group.com /corporate_governance together with all past Declarations of Compliance. Accordingly, we also fulfi ll all new
recommendations introduced by the Code Commission in 2007 and comply with the majority of the Code’s non-binding suggestions.
adidas AG has been and will continue to be in compliance with all recommendations of the German Corporate Governance Code
dated June 14, 2007, with the following exceptions:
- The Directors & Offi cers’ liability insurance for our Executive and Supervisory Board members does not include a deductible
as this is not common practice outside Germany. Further, we believe that it is not appropriate for our Group insurance policy, which
covers a large number of high-level executives in Germany and abroad, to differentiate between Executive and Supervisory
Board members and other executives.
- The determination and review of the structure and level of Executive Board compensation was delegated by the Supervisory
Board to its General Committee in its Rules of Procedure. The Supervisory Board plenum is informed on the respective results.
This system has proven successful over time.
- Stock options granted to the Executive Board within the scope of the Management Share Option Plan (MSOP) do not provide a
possibility of a retroactive limitation (cap) for extraordinary, unforeseen developments as all stock options were granted in May 2003
before this Code recommendation was introduced. As of 2008, our Executive Board members do not hold any further stock options.
Should we decide, however, to initiate a new stock option plan in the future, we will comply with this recommendation.
- We do not specify an age limit for Supervisory Board members as our shareholders currently do not consider this necessary.
- The new regulation of Supervisory Board compensation applicable as of 2008 does not include a variable component linked to the
Group’s performance either, in order to ensure the independent supervision required.
- Ownership of adidas AG shares or related fi nancial instruments by Executive and Supervisory Board members is reported if it
reaches, exceeds or falls below the notifi cation thresholds provided in the German Securities Trading Act and if adidas AG is notifi ed
of this fact. We consider the thresholds stipulated in § 21 and § 25 of the German Securities Trading Act as amended in January 2007
and the increased transparency thus achieved by German legislation to be appropriate and suffi cient for adidas AG as well.
In addition, at the Supervisory Board meeting on November 7, 2007, the Supervisory Board resolved to comply with the recommen-
dation of the Code to form a nomination committee. A decision upon the composition of the committee, which proposes suitable
candidates to the Supervisory Board for recommendation to the Annual General Meeting, is expected in spring 2008 in order for
the committee to have suffi cient time for its tasks with regard to the next election of Super visory Board members at the Annual
General Meeting in 2009.
MORE INFORMATION ON CORPORATE GOVERNANCE All adidas AG corporate governance documents are available on our website
at  www.adidas-Group.com /corporate_governance.