Reebok 2008 Annual Report Download - page 32

028 To Our Shareholders Corporate Governance Report
Annual General Meeting and services for shareholders
The Annual General Meeting is a platform for dialogue between our shareholders and the
Executive Board and Supervisory Board. It is also the forum for shareholders to exercise their
voting rights. All shareholders are informed quickly, comprehensively and effectively, prior to
and during the Annual General Meeting. On our website www. adidas-Group.com we publish all
documents and information on the Annual General Meeting, such as the current Annual Report
and the Agenda. We facilitate the exercise of voting rights for our shareholders by enabling them
to authorise a proxy of their choice or a proxy appointed by the company. The proxy is bound to
the shareholders’ instructions, which can be given prior to or during the Annual General Meet-
ing until the end of the general debate also via electronic media (8.7% of the stock capital voted
via the Internet in 2008). Proxy solicitation carried out prior to the Annual General Meeting and
our Internet service have led to yet another considerable increase in the attendance rate. In
2008, 53% of the capital with voting rights was present at the Annual General Meeting. This is an
increase of 9 percentage points compared to the previous year.
All shareholders can follow the Annual General Meeting live and in full length online, as included
in the suggestion of the German Corporate Governance Code. In addition, we are available for
answering questions of our shareholders by phone or electronically. At our next Annual General
Meeting, taking place on May 7, 2009 in Fuerth (Bavaria), we will again provide our shareholders
with the best possible service.
Directors’ Dealings in 2008
Pursuant to § 15a of the German Securities Trading Act (Wertpapierhandelsgesetz – WpHG)
Executive Board and Supervisory Board members, other key executives as well as persons in
close relationship with them are obliged to disclose the purchase or sale of adidas AG shares or
related fi nancial instruments (Directors’ Dealings) if the value of the transactions in the fi nancial
year reaches or exceeds € 5,000. In 2008, we received six Directors’ Dealings notifi cations relat-
ing to adidas AG shares (ISIN DE0005003404), which were published at www. adidas-Group.com /
directors_dealings.
Share ownership of the Executive Board and Supervisory Board
All members of our Executive Board and Supervisory Board have decided to disclose their direct
and indirect ownership of shares in adidas AG for the fi rst time. Hence, we comply with a further
recommendation of the German Corporate Governance Code.
At the end of the fi nancial year 2008, the entire number of shares held by the members of the
Executive Board of adidas AG amounted to less then 1% of the shares issued by the company.
At the same time, the members of the Supervisory Board owned 2.38% of the shares issued by
the company.
Accounting and annual audit
The annual consolidated fi nancial statements and the interim fi nancial reports of the adidas
Group are prepared by the Executive Board in accordance with the principles of the International
Financial Reporting Standards (IFRS). The statutory annual fi nancial statements of adidas AG
relevant for the distribution of dividends are prepared in accordance with the provisions of the
German Commercial Code (Handelsgesetzbuch – HGB). The annual accounts are audited and
adopted by the Supervisory Board.
KPMG AG Wirtschaftsprüfungsgesellschaft (formerly: KPMG Deutsche Treuhand-Gesellschaft
Aktiengesellschaft Wirtschafts prüfungsgesellschaft), Frankfurt am Main, was appointed as
auditor for the consolidated fi nancial statements and the adidas AG annual fi nancial statements
for 2008 by the Annual General Meeting after the Supervisory Board had confi rmed the inde-
pendence of the auditor.
Directors’ Dealings in 2008
Frankfurt am Main,
Date Name Position
Type of
transaction
Number
of shares
Price
in €
Transaction
volume in €
March 7 Herbert Hainer Executive Board Purchase 2,500 40.00 100,000.00
May 8 Christian Tourres Supervisory Board Sale 100,000 44.08611 4,408,611.00
August 25 Fritz Kammerer Supervisory Board Purchase 256 38.97 9,976.32
November 10 Robin J. Stalker Executive Board Purchase 3,600 28.43 102,348.00
November 13 Herbert Hainer Executive Board Purchase 4,000 24.92 99,680.00
December 23 Fritz Kammerer Supervisory Board Purchase 190 26.18 4,974.20