Reebok 2009 Annual Report Download - page 34

30 TO OUR SHAREHOLDERS Supervisory Board Report
The compensation structure takes into
account the new requirements resulting
from the German Act on the Appropri-
ateness of Management Board Remu-
neration ( Gesetz zur Angemessenheit
der Vorstandsvergütung – VorstAG). We
examined the detailed structure pro-
posed by the General Committee and the
individual components of the three-year
Long-Term Incentive Plan for the Execu-
tive Board, LTIP 2009/2011, which the
Supervisory Board had resolved upon in
principle at the beginning of the year,
and we approved its implementation.
In addition, after in-depth discussions
with the Executive Board, we approved
the new organisational structure for
the adidas Group comprising “Whole-
sale” and “Retail” segments, whereby
we examined in particular the resulting
effects on the Group’s segmental report-
ing. Another topic on the agenda of this
meeting was the report on the current
business development at Reebok and
internal corporate restructuring meas-
ures in the context of the ongoing Reebok
integration.
At the meeting of the Supervisory
Board on December 10, 2009, at which
the Executive Board was not present,
we approved the key individual finan-
cial parameters for the LTIP 2009/2011
that had been prepared by the General
Committee.
Additionally, we approved the conclusion
of the new service contract with the CEO,
Herbert Hainer, which had been prepared
by the General Committee. Furthermore,
we resolved upon several adjustments to
the service contracts of the other Execu-
tive Board members related to the new
VorstAG requirements.
In mid-January 2010, we resolved
upon changes to the adidas AG Articles
of Association relating to the nominal
capital and the Contingent Capital
amounts. These amendments were
necessary as a result of an increase in
the nominal capital in the fourth quarter
of 2009 due to the final issuance of
shares under the company’s Manage-
ment Share Option Plan (MSOP) and the
issuance of shares in connection with
the conversion of all bonds relating to a
convertible bond, which had resulted in
a corresponding reduction in the related
Contingent Capital.
On February 10, 2010, we held
our Supervisory Board meeting by way
of a conference call. We discussed
and approved the resolution proposals
prepared by the General Committee
with respect to the determination of the
Performance Bonus 2009 and the key
targets for payment of the Performance
Bonus 2010. The Executive Board was
not present during these discussions.
In addition, we approved the issuance of
the Declaration of Compliance and the
amendment to the Rules of Procedure of
the Executive Board in line with the new
statutory regulations and the allocation
of duties under the new organisational
structure.
Report from the committeesReport from the committees
In order to perform our tasks in an effi-
cient manner, we have five Supervisory
Board standing committees. We also
established the project-related Commit-
tee for Real Estate Projects ad hoc see
Supervisory Board, p. 26. These committees
have the task of preparing topics and
resolutions of the Supervisory Board. In
some cases, the Supervisory Board has
also delegated decision-making powers
to its committees. At our Supervisory
Board meetings, the chairmen of the
committees reported to us, in detail and
in a timely manner, 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 entire Supervisory Board
in particularly urgent cases, did not
meet in the year under review. All
Supervisory Board resolutions were
able to be passed by the Supervisory
Board as a whole.
The General Committee met five
times in 2009 and held one meeting in
February 2010 by way of a conference
call. This committee is responsible for
preparing personnel decisions of the
Supervisory Board and for submitting
proposals with regard to the Executive
Board compensation system and also
the contents, structure and conclusion
of Executive Board members’ service
contracts. The committee members
dealt with the structure of the com-
pensation system and determination
of the respective compensation, as
well as with the reappointment of
Herbert Hainer as CEO, and prepared
corresponding resolution proposals
for the Supervisory Board. Since
the coming into force of the VorstAG
requirements, responsibility for reso-
lutions on Executive Board compen-
sation lies with the Supervisory Board
as a whole.