Reebok 2008 Annual Report Download - page 25

Supervision and advice in dialogue with the Executive Board
In 2008, we, as the Supervisory Board, carefully and regularly monitored the
Group’s management and supported the Executive Board in matters relating to the
strategic development of the Group as well as major individual initiatives.
In this respect, the Executive Board informed us regularly, extensively and in a
timely manner at Supervisory Board meetings as well as by additional oral and
written reports. This information covered the Group’s business policy as well as
all relevant aspects of business planning, including fi nance, investment and
personnel planning. We were also kept up-to-date on the course of business, the
operational position of adidas AG and the Group (including the risk situation and
risk management), the Group’s fi nancial position and profi tability, as well as all
major decisions and business transactions. We were involved in all of the Group’s
fundamental decisions at an early stage, granting our approval insofar as was
necessary and, in our opinion, in the best interest of the Group after detailed con-
sultation and examination. Our Supervisory Board members again had no confl icts
of interest in 2008.
We held fi ve Supervisory Board meetings in 2008. Furthermore, we passed addi-
tional resolutions on urgent matters between our meetings. All Supervisory
Board members attended more than half of the Supervisory Board meetings. The
external auditor, KPMG AG Wirtschaftsprüfungsgesellschaft (formerly: KPMG
Deutsche Treuhand-Gesellschaft Aktiengesellschaft Wirtschaftsprüfungsgesell-
schaft), Frankfurt am Main (KPMG), attended four of our fi ve meetings. In addition,
Dr. Friderichs, Chairman of the Supervisory Board, also maintained regular con-
tact with the Executive Board, in particular with the Executive Board Chairman,
between the Supervisory Board meetings, discussing strategy and keeping himself
informed on the course of business and important events.
Main topics covered and examined by the Supervisory Board
The development of sales and earnings as well as the fi nancial position of the Group
and the development of the individual brand segments were presented to us in
detail by the Executive Board and subsequently discussed jointly at each of our
meetings. Other Supervisory Board agenda items included numerous individual
topics, which we discussed in depth with the Executive Board. These discussions
did not give rise to any doubt as to the legality or compliance of the Executive
Board’s management in carrying out its duties.
In our meeting held in the form of a conference call on January 29, 2008, we
discussed and resolved upon the implementation of a share buyback programme
based upon the authorisation granted by the Annual General Meeting on May 10,
2007, to repurchase adidas AG shares totalling up to 5% of the company’s stock
capital.
The main topic on the agenda of the March 4, 2008 fi nancial statements meeting
was the review of the consolidated fi nancial statements and the adidas AG annual
fi nancial statements as well as the respective Management Reports for the year
ending on December 31, 2007, as certifi ed by KPMG. The Supervisory Board also
reviewed the Executive Board’s proposal regarding the appropriation of retained
earnings. Following initial Audit Committee examination and consultation, we dis-
cussed material aspects of these fi nancial statements with the Executive Board
and KPMG. Both provided us with detailed responses to all of our questions.
After having carefully considered adidas AG’s fi nancial position and the expec-
tations of shareholders and the capital market, we approved the proposal put
forward by the Executive Board regarding the appropriation of retained earnings.
Additionally, we discussed the proposed resolutions to be put to the 2008 Annual
General Meeting. Following the recommendation of the Audit Committee, we
resolved to propose to the Annual General Meeting that KPMG be appointed
as auditor of the 2008 consolidated fi nancial statements and the adidas AG
annual fi nancial statements and, if applicable, to examine the interim fi nancial
statements. We also approved all other resolutions which would later be put to
the Annual General Meeting. Lastly, the Executive Board reported to us at this
meeting on the business develop ment of the Group with regard to the ongoing
revitalisation process in the Reebok segment and the current status of the share
buyback programme that we had approved in January. We also kept ourselves
informed on key aspects of personnel development and training as well as the
adidas Group’s performance-oriented compen sation concept.
adidas Group Annual Report 2008 021