Reebok 2009 Annual Report Download - page 35

The Audit Committee met five times in
2009. The auditor and the Chief Finan-
cial Officer attended all meetings. The
committee members focused on the
adidas AG annual financial statements
and the consolidated financial state-
ments for 2008, the auditor’s reports
as well as the first half year report
and quarterly financial reports for
2009, which they examined in detail
prior to publication. The auditor
reported to the committee members
in detail on his auditing activities
and results. Furthermore, the Audit
Committee obtained the required
auditor’s declaration of independence
and prepared the Supervisory Board
proposal for the Annual General Meet-
ing recommending the appointment
of the auditor for 2009. Together with
the auditor, the Audit Committee also
established the priority topics for the
audit of the adidas AG annual finan-
cial statements and the consolidated
financial statements for 2009 and
resolved upon the assignment of the
audit to the auditor. In addition, the
committee members discussed the
impact of the economic and finan-
cial crisis on the adidas Group on a
regular basis. Furthermore, the Audit
Committee, which under the Rules of
Procedure for the Supervisory Board
is also responsible for matters relat-
ing to corporate governance, dealt
intensively with the new provisions
of the German Corporate Govern-
ance Code as amended on June 18,
2009 and discussed the contents of
the Declaration of Compliance to
be issued by the Supervisory Board.
Additional major topics of discussion
at the committee meetings were the
further development of risk manage-
ment and the compliance programme,
as well as the report on the internal
control system and the Internal Audit
report. The committee members were
informed in detail on these topics,
including the methods and systems
used and the efficiency thereof,
through written and oral reports. They
discussed these matters in depth and
thus assured themselves of the effec-
tiveness of the systems. The structure
of the adidas Group’s new segmental
reporting and the effects thereof was
also the subject of intensive discus-
sions. At its last meeting in the year
under review, the Chief Financial
Officer explained to the committee the
draft budget and investment plan for
2010. In addition to the oral reports
from the Audit Committee Chairman
on the results of all meetings, the
Supervisory Board members received
written information on the contents
and results of the Audit Committee’s
work on a regular basis.
The Nomination Committee held two
meetings in 2009, during which the
committee members prepared the
proposals for the Annual General
Meeting concerning the election of the
shareholder representatives to the
Supervisory Board. A list of candidates
was subsequently put forward.
The Mediation Committee again had
no reason to meet in 2009.
In September 2009, the Committee for
Real Estate Projects, which had been
established ad hoc in August 2009,
dealt with real estate matters of the
adidas Group, in particular relating
to the utilisation of real estate that
is not required for the Group’s core
business.
Corporate Governance and Corporate Governance and
Declaration of Compliance Declaration of Compliance
The subject of corporate governance is
very important to the Supervisory Board.
The Supervisory Board believes it con-
tinues to have an adequate number of
independent members after the new
election. In the year under review, our
Supervisory Board members again had
no conflicts of interest as defined by the
German Cor porate Governance Code.
The composition of the Audit Commit-
tee also fulfils the requirement of the
German Accounting Law Modernisa-
tion Act (Gesetz zur
Modernisierung
des Bilanzrechts –
BilMoG) with regard
to the inclusion of at least one financial
expert. After detailed discussions on
corporate governance topics within the
Audit Committee, the Executive Board
and the Supervisory Board followed the
recommendation of the Audit Committee
and on February 11, 2010, jointly issued
an updated Declaration of Compliance
in accordance with § 161 German Stock
Corporation Act (Aktiengesetz – AktG).
This declaration is permanently available
to shareholders on the corporate web-
site at www.adidas-Group.com/ corporate_
governance. All previous declarations are
also available here. Further informa-
tion on corporate governance within the
adidas Group, including Executive Board
and Super visory Board compensation, is
contained in the Declaration on Corporate
Governance including the Corporate Governance
Report, p. 33.
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