Reebok 2008 Annual Report Download - page 27

Report from the committees
In order to perform our tasks in an effi cient manner, we have fi ve Supervisory
Board standing committees. We also established the project-related “Strategic
Equity Investment Committee” ad hoc see Supervisory Board, p. 025. The standing
committees prepare specifi c topics and resolutions to be dealt with by the Super-
visory Board as a whole. In individual cases, we have delegated decision-making
powers to these committees. At our Supervisory Board meetings, the chairmen
of the committees always reported to us in detail on the committees’ work and
meetings, ensuring complete exchange of information and good cooperation
between the committees and the Supervisory Board as a whole.
The committees’ work in the year under review is summarised as follows:
The Steering Committee, which is authorised to pass resolutions on behalf
of the Supervisory Board in particularly urgent cases, met twice in the year under
review. In October 2008, the Steering Committee approved the acquisition of
Ashworth, Inc. This makes TaylorMade-adidas Golf the world’s leading golf apparel
company. In November 2008, after discussing in detail the potential impact of the
global economic and fi nancial crisis on the 2009 budget, the Steering Committee
granted its fi nal authorisation of the budget and investment plan for 2009.
The General Committee met three times in 2008. The main topics were the
system and level of Executive Board compensation as well as the preparation of
new structures for Executive Board employment contracts.
The Audit Committee met fi ve times in 2008. The auditor and the Chief
Financial Offi cer were always in attendance. Committee members examined in
detail the consolidated fi nancial statements and the adidas AG annual fi nancial
statements for 2007, the auditor’s reports as well as the fi rst half year report
and quarterly fi nancial reports for 2008. The auditor reported to the committee
members in detail on its auditing activities and results. Fur ther more, the Audit
Committee prepared the Supervisory Board proposal for the Annual General
Meeting recommending the appointment of the auditor for 2008 and obtained the
auditor’s declaration of independence. Together with the auditor, the Audit
Com mittee also established the priority topics for the audit of the consolidated
fi nan cial state ments and the adidas AG annual fi nancial statements for 2008 and
resolved upon the audit assignment including the auditor’s fee. In addition, the
Audit Committee prepared the decisions of the Supervisory Board relating to
corporate governance topics, in particular the Supervisory Board’s decision con-
cerning the declaration on the German Corporate Gover nance Code pursuant to
§ 161 of the German Stock Corporation Act (Aktien gesetz – AktG). Together with
the Chief Financial Offi cer, the Audit Committee discussed in detail the budget and
investment planning for 2009, taking into account the economic and fi nancial crisis.
Furthermore, the committee dealt intensively with the structures of compliance
management as well as the internal control and risk management systems and the
effectiveness of these systems. The Audit Committee also reviewed the Internal
Audit report on its auditing activities within the Group and the methodology in 2008
as well as plans for 2009. The Audit Committee Chairman always reported to the
Supervisory Board on the results of all its committee meetings at the sub sequent
meeting of the entire Supervisory Board.
The Nomination Committee established in May 2008 met for the fi rst time in
November. In addition to organisational aspects of its future work, the committee
discussed the current composition of the Supervisory Board and defi ned require-
ments for the future composition of the shareholders’ representatives with regard
to the required competencies and qualifi cations. At the beginning of 2009, the
committee prepared the proposals for the election of the shareholders’ represen-
tatives to be made to the Annual General Meeting of adidas AG on May 7, 2009.
The Mediation Committee again had no reason to meet in 2008.
In August 2008, the Strategic Equity Investment Committee established
ad hoc granted its approval to the acquisition of Textronics, Inc. with a view to the
further development of the Group’s product offering.
adidas Group Annual Report 2008 023