Reebok 2008 Annual Report Download - page 31

adidas Group Annual Report 2008 027
— The co-determined four-member Mediation Committee, formed in accordance with § 27
section 3 MitbestG, is responsible for submitting a proposal to the Supervisory Board regarding
the appointment or dismissal of Executive Board members if the two-thirds Supervisory Board
majority required for an appointment or dismissal is not achieved in the preceding resolution.
— The Nomination Committee, newly formed in 2008, comprises three members. It is the only
Supervisory Board committee consisting exclusively of shareholder representatives. It submits
recommendations to the Supervisory Board for the proposal of suitable candidates to the Annual
General Meeting. When drawing up proposals for the election to the Supervisory Board, care is
taken to ensure that candidates, chosen on an international level, have the required knowledge,
abilities and professional experience.
In addition, the co-determined ”Strategic Equity Investment Committee” with four members
was established ad hoc in 2008 in connection with the examination of two company acquisitions
see Supervisory Board Report, p. 020.
The activities of the Supervisory Board and its committees in 2008 are described in detail in the
Supervisory Board Report see Supervisory Board Report, p. 020. For an overview of the Super-
visory Board and committee members see Supervisory Board, p. 025.
Responsible cooperation between Executive Board and Supervisory Board
Our Executive Board and Supervisory Board exercise good corporate governance through
responsible and transparent management and control of the Group and the shared goal to
enhance company value. The Executive Board informs the Supervisory Board frequently, expedi-
tiously and comprehensively on the Group’s strategy, planning, business development and risk
management as well as fundamental compliance issues. The Chairmen of our Executive Board
and Supervisory Board also maintain frequent contact between meetings. For certain business
transactions and measures, the Executive Board must obtain the Supervisory Board’s prior
consent. This includes, for example, entering or exiting major fi elds of activity and acquir-
ing or divesting substantial corporate holdings. Furthermore, the Executive Board must obtain
the Supervisory Board’s approval for the budget including the annual capital expenditure and
fi nancial plan.
Compliance in the adidas Group
For us, compliance stands for the conformity of our actions with statutory provisions and regula-
tions as well as ethical and moral principles to which our company is subject or to which we
have committed ourselves voluntarily. With the Code of Conduct and our Global Policy Manual,
we have established guidelines in order to support us in achieving this goal. They are regularly
reviewed and enhanced and contain in particular regulations for law-compliant dealings with
business partners and third parties in order to avoid confl icts of interest, regulations relating to
the handling of data and information as well as regulations regarding environmental protection
and safety. In this context, Internal Audit examines the internal controls of the Group’s subsidi-
aries in accordance with a schedule agreed upon with the Executive Board. The Supervisory
Board is informed regularly on the activities of Internal Audit. Furthermore, the insider commit-
tee, which consists of representatives of various business units, reviews particular issues with
regard to ad hoc relevance and hence enables lawful handling of insider information within the
company. All persons who work for the company and who have access to insider information as a
result of their function are added to an insider list after having been instructed on their obliga-
tions deriving from insider law. In addition, our Code of Conduct regulates the handling of com-
plaints and notifi cations regarding possible compliance infringements, which can be reported via
a whistleblower hotline as well as to the local Compliance Offi cer.
Transparency creates trust
It is our goal to provide all institutional investors, private shareholders, fi nancial analysts,
employees and the interested public with the same information at the same time, in both English
and German, by regular, open and up-to-date communication, and to thus create the greatest
possible transparency. As an always up-to-date publication platform, we primarily use our
website www. adidas-Group.com for this purpose. There we publish all press releases and ad hoc
announcements, fi nancial reports, information on our analyst conferences and press confer-
ences on fi nancial results, our Annual General Meeting and our fi nancial calendar. Throughout
Europe, we publish, inter alia, notifi cations on Directors’ Dealings, on changes in the percentage
of voting rights as well as all corporate information subject to disclosure requirements. Through
our Investor Relations activities, we are also in close contact with our shareholders see Our
Share, p. 038.