Reebok 2009 Annual Report Download - page 33

TO OUR SHAREHOLDERS Supervisory Board Report 29
Main topics covered and examined by Main topics covered and examined by
the entire Supervisory Board the entire Supervisory Board
The development of sales and earnings
as well as the financial position of the
Group and the development of the indi-
vidual brand segments were presented
to us in detail by the Executive Board
and subsequently discussed jointly at
each of our meetings following the end
of the year and the respective quarter.
The effects of the global economic and
financial crisis on the development of
the Group’s sales and earnings and
the employment situation were topics
dealt with regularly by the Supervisory
Board as a whole. 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, expediency or regularity
of the Executive Board’s management in
carrying out its duties.
Having already reviewed the amend-
ments to the German Corporate Govern-
ance Code in detail and discussed the
main points to be incorporated in the Dec-
laration of Compliance in November 2008,
we approved the updated Declaration of
Compliance, issued on February 11, 2009,
by way of written circular vote.
The main topic on the agenda of the
March 3, 2009 financial statements meet-
ing was the review of the consolidated
financial statements and the adidas AG
annual financial statements as well as
the respective Management Reports for
the year ending December 31, 2008, as
certified by KPMG. We also reviewed the
Executive Board’s proposal regarding the
appropriation of retained earnings. Fol-
lowing initial Audit Committee examin-
ation and consultation, we discussed
material aspects of these financial
statements with the Executive Board
and KPMG. Both the Executive Board
and KPMG provided us with detailed
responses to all of our questions. After
having carefully considered adidas AG’s
financial position and the expectations of
shareholders and the capital market, we
approved the proposal submitted by the
Executive Board regarding the appropri-
ation of retained earnings. Additionally,
we discussed the resolutions that were
proposed to the 2009 Annual General
Meeting. In this connection, we were also
able to assure ourselves of the suitabil-
ity of the Supervisory Board candidates
proposed by the Nomination Committee
as shareholder representatives standing
for election at the Annual General Meet-
ing for the first time. The candidates were
present at our meeting. Following the
recommendation of the Audit Commit-
tee, we resolved to propose to the Annual
General Meeting that KPMG be appointed
as auditor of the adidas AG annual state-
ments and the consolidated financial
statements for 2009 and, if applicable, to
examine the interim financial statements.
Furthermore, after in-depth discussions,
we approved all other resolutions to be
put to the Annual General Meeting. We
also utilised this meeting to discuss and
subsequently approve the resolutions
prepared by the General Committee with
respect to determination of the bonus
resulting from the Long-Term Incen-
tive Plan (LTIP) 2006/2008 and the 2008
Performance Bonus. In addition, we set
the key targets for payment of the 2009
Performance Bonus and resolved upon a
new LTIP for the members of the Execu-
tive Board. Lastly, the Executive Board
reported to us in detail on business
development at the Reebok and Rockport
brands.
The main focus of our May 6, 2009
meeting was the Executive Board’s report
on the cost-saving measures initiated
by the Executive Board in the autumn
of 2008 in light of the economic and
financial crisis, as well as the report on
the financial results for the first quarter
of 2009. Additionally, we resolved upon
the reappointment of Herbert Hainer as
a member of the Executive Board and
his renewed appointment as CEO. The
Executive Board was not present during
these discussions.
At the constituent meeting of the
Supervisory Board following the Annual
General Meeting on May 7, 2009, the
composition of the Steering Committee
and all other committees was resolved
upon.
At our August 3, 2009 Supervisory
Board meeting, we discussed the report
for the first half year and the anticipated
development of business for the remain-
der of 2009. In addition, the Executive
Board presented a detailed report on
the development of TaylorMade-adidas
Golf and business development at the
golf apparel brand Ashworth, which was
acquired in the fourth quarter of 2008.
We established the Committee for Real
Estate Projects ad hoc, which deals with
the utilisation of real estate that is not
required for the Group’s core business.
At our Supervisory Board meeting
held on November 3, 2009, discussions
centred on the report for the first nine
months of the year presented by the
Executive Board and the outlook for the
remainder of 2009. Following in-depth
discussions during which the Executive
Board members were not present, we
resolved upon the compensation struc-
ture for the Executive Board prepared by
the General Committee in cooperation
with an external compensation expert.
The expert, acting independently of the
Executive Board and adidas AG, had been
commissioned by the Supervisory Board.