Reebok 2008 Annual Report Download - page 30

026 To Our Shareholders Corporate Governance Report
Corporate Governance Report
Our actions have always been determined by the principles of respon-
sible management and company control. Good and transparent corporate
governance provides for responsible, value-oriented performance and
supervisory functions of the company. It is an important condition in
order to maintain and strengthen the confi dence placed in adidas AG by
our shareholders, fi nancial markets, business partners, employees as
well as the public. Key parameters of our corporate governance activities
in 2008
were the further development of the good relationship with our
share holders, effi cient cooperation between the Executive Board and
the Super visory Board as well as the responsible handling of risks and
opportunities and statutory and Group-internal regulations. We consider
corporate governance as a continuing process and will also continue to
follow future developments attentively.
Dual board system
In accordance with statutory provisions, adidas AG has a dual board system, which assigns
management functions to the Executive Board and supervisory functions to the Super-
visory Board. These two boards are strictly separated in terms of membership as well as
competencies.
Management by the Executive Board
Our Executive Board consists of four members see Executive Board, p. 018. It is responsible for
managing the company, developing the Group’s strategic orientation, agreeing this with the
Supervisory Board and ensuring its implementation. In doing so, it is bound to the company’s
interests and obliged to achieve a sustainable increase in company value. Its Rules of Procedure
regulate the specifi ed scope of work of the Board, especially the responsibility of the Executive
Board members for particular business units, the matters reserved to the Executive Board as
a whole and the modalities for resolutions. The Rules of Procedure for the Executive Board can
be found on our corporate website at www. adidas-Group.com.
Supervision and consulting by the Supervisory Board
In accordance with the German Co-Determination Act (Mitbestimmungsgesetz – MitbestG), our
Supervisory Board consists of six shareholder representatives and six employee representatives
see Supervisory Board, p. 025. The Supervisory Board oversees and advises the Executive Board
in terms of management. Fundamental business decisions require approval by the Supervisory
Board. In very urgent cases, the Supervisory Board can also pass a resolution by way of written
circular vote. In addition, it appoints the members of the Executive Board.
The term of offi ce of the current Supervisory Board expires with the end of the Annual General
Meeting on May 7, 2009, which will resolve upon the ratifi cation of the actions of the Super-
visory Board for the fi nancial year 2008. Pursuant to MitbestG regulations, the election of
the employee representatives will be held already in March 2009, whereas the shareholder
representatives will be individually elected at the Annual General Meeting in 2009.
Increased effi ciency ensured by Supervisory Board committees
In order to perform its tasks in a most effi cient manner, our Supervisory Board has formed fi ve
permanent expert committees see Rules of Procedure for the Supervisory Board www. adidas-
Group.com. The chairmen of these committees report regularly to the entire Supervisory Board.
— The Steering Committee, which consists of the Supervisory Board Chairman and his two
deputies, discusses major issues, prepares resolutions and is authorised in particularly urgent
cases to pass resolutions on behalf 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. Since November 2008, the Supervisory Board as a whole has been responsible
for resolving upon the Executive Board compensation system including all integral contractual
elements, upon proposal by the General Committee, as well as for its regular review.
— The co-determined Audit Committee, which also comprises four members, deals primarily
with accounting, risk management and compliance issues. It discusses the effi ciency of the
internal control system as well as the risk management system and is regularly informed on
the work undertaken by Internal Audit. In addition, it assesses and supervises the auditor’s
independence and determines audit priorities. The Audit Committee examines the consolidated
fi nancial statements and the adidas AG fi nancial statements including the Management Reports.
It also 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 exact tasks
of the Audit Committee are regulated by the Rules of Procedure, which were resolved upon by
the entire Supervisory Board in the year under review.