Reebok 2009 Annual Report Download - page 37

TO OUR SHAREHOLDERS Declaration on Corporate Governance including the Corporate Governance Report 33
Declaration on Corporate Governance including the Declaration on Corporate Governance including the
Corporate Governance ReportCorporate Governance Report
Our actions are determined by the principles of responsible and transparent management and company control. Good corporate
governance supports a sustainable increase in value and enhances the confidence placed in our company by our shareholders,
business partners, employees and the financial markets. It is thus essential for the Group’s long-term success. We see
corporate governance as an ongoing process during which values and principles continue to evolve in accordance with changing
requirements. The statutory obligations and company-internal guidelines, with which we comply, are presented in the following
report which includes the Declaration on Corporate Governance as well as the Corporate Governance Report prepared by the
Executive Board and Supervisory Board.
Declaration by the Executive Board Declaration by the Executive Board
and Supervisory Board of adidas AG in and Supervisory Board of adidas AG in
accordance with § 161 German Stock accordance with § 161 German Stock
Corporation Act (Aktiengesetz – AktG) Corporation Act (Aktiengesetz – AktG)
on the German Corporate Governance on the German Corporate Governance
Code Code
The Executive Board and Supervisory
Board of adidas AG issued their last
Declaration of Compliance pursuant to
§ 161 AktG on February 11, 2009. The fol-
lowing declaration refers to the German
Corporate Governance Code (hereinafter
referred to as the “Code”) as amended
on June 6, 2008 for the period between
February 12 and August 5, 2009. For the
period as of August 6, 2009, the following
declaration refers to the recommenda-
tions of the Code as amended on June 18,
2009, which was published in the elec-
tronic Federal Gazette on August 5, 2009.
The Executive Board and Supervisory
Board of adidas AG declare that the
recommendations of the “Government
Commission on the German Corporate
Governance Code” have been and are met
with the following deviations:
Deductible with regard to the D&O
liability insurance (section 3.8)
So far, the D&O liability insurance policy
for our Executive Board and Supervisory
Board members does not provide for a
deductible as this is a group insurance
for a number of executives in Germany
and abroad and a deductible is not com-
mon practice outside of Germany. Since
the German Act on the Appropriate-
ness of Management Board Remunera-
tion (Gesetz zur Angemessenheit der
Vorstandsvergütung – VorstAG) became
effective, § 93 section 2 sentence 3
AktG in its new version stipulates that a
deductible is mandatory when concluding
a D&O liability insurance for Executive
Board members.
adidas AG will comply with the statutory
provisions on the deductible and amend
existing D&O liability insurance policies
within the statutory transition period,
i.e. at the latest effective July 1, 2010.
In addition, section 3.8 of the Code as
amended on June 18, 2009 recommends
agreeing upon a respective deductible
for Supervisory Board members. adidas
AG has decided to comply also with this
recommendation as of July 1, 2010 at the
latest.
Agreeing severance payment caps
when concluding Executive Board service
contracts (section 4.2.3 subsection 4)
The recommendation of the Code pro-
vides for a severance payment cap for
contracts with a term of more than three
years. We believe that for contracts with
a term of up to three years the short
contractual term agreed in connection
with further contractual provisions offers
sufficient protection from inappropriate
severance payments. Hence, no formal
severance payment cap is planned.
Age limit for Supervisory Board
members (section 5.4.1 sentence 2)
We do not set an age limit for Supervisory
Board members as this is, in our opinion,
an unnecessary limitation of the rights
of our shareholders and employees when
electing their representatives to the
Supervisory Board.
Compensation of the Supervisory
Board (section 5.4.6 subsection 2)
The members of our Supervisory Board
do not receive any performance-oriented
compensation in order to exclude any
potential conflicts of interest with regard
to decisions of the Supervisory Board,
which might have influence upon per-
formance criteria.