Reebok 2007 Annual Report Download - page 99

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ANNUAL REPORT 2007 --- adidas Group
03
AUTHORIZATION OF THE EXECUTIVE BOARD TO REPURCHASE
SHARES By resolution of the Annual General Meeting held on
May 10, 2007, the Executive Board is authorized to repurchase
treasury shares of up to 10 % of the nominal capital of adidas
AG until November 9, 2008, for any permissible purpose, sub-
ject to statutory restrictions. The repurchased shares together
with any treasury shares which may already be in possession
of adidas AG may not exceed 10 % of the nominal capital at any
time. The shares in particular may:
- Subject to Supervisory Board approval, be cancelled or sold
via the stock exchange or via public offer to all shareholders
for cash or sold at a price not signifi cantly below the stock
market price of shares with the same features;
- Subject to Supervisory Board approval, be sold for the
acquisition of companies, parts of companies or participations
in companies, as well as industrial property rights or licenses
related to such rights;
- Be used to meet subscription rights or conversion rights or
conversion obligations arising from bonds with warrants and /
or convertible bonds issued by adidas AG;
- Be used to meet the obligations arising from the MSOP
vis-à-vis the benefi ciaries.
As at December 31, 2007, adidas AG did not possess any
treasury shares.
EXECUTIVE BOARD APPOINTMENT AND DISMISSAL Currently,
the adidas AG Executive Board consists of four members.
 see Executive Board, p. 018 In accordance with our Articles of
Association, the number of members of the Executive Board,
their appointment and dismissal is the responsibility of the
Supervisory Board. It appoints the members of the Executive
Board for terms of up to fi ve years. Such appointments may be
renewed and the terms of offi ce may be extended, provided
that no term exceeds fi ve years (§§ 84 et seq. AktG) in con-
junction with § 31 of the German Co-Determination Act 1976
[Mitbestimmungsgesetz 1976 – MitbestG 1976]). Pursuant
to our Articles of Association, the Supervisory Board has
appointed a member of the Executive Board as Chairman of
the Executive Board. If the Executive Board failed to have
the required number of members, a court of law would make
the necessary appointment in accordance with § 85 AktG in
urgent cases. Revocation of an Executive Board appointment
is possible in accordance with § 84 AktG for good cause, for
instance gross negligence of duties.
COMPENSATION REPORTING The basic structure of the com-
pensation system as well as the total compensation of the
Executive and Supervisory Boards, including individualized
presentation, is described in the Compensation Report. This
Report is deemed to constitute part of the Group Management
Report.  see Compensation Report, p. 030
CHANGE OF CONTROL adidas AG has not entered into any
material agreements with third parties on condition of a
change of control following a takeover offer. Certain changes
of control clauses, however, do exist between various sub-
sidiaries and third parties. Currently, no compensation agree-
ments exist between adidas AG and members of the Executive
Board or employees relating to the event of a change of con-
trol.
NO DONATIONS TO POLITICAL PARTIES In accordance with our
Code of Conduct, donations to political parties and their affi li-
ates are not permitted by or in the name of our Group.