Reebok 2009 Annual Report Download - page 38

34 TO OUR SHAREHOLDERS Declaration on Corporate Governance including the Corporate Governance Report
Disclosure of the shares held by the
individual members of the Executive
Board and Supervisory Board or financial
instruments related thereto (section 6.6
sentence 1)
Insofar as no further statutory obliga-
tions exist, we report the ownership of
shares if it exceeds 1% of the shares
issued by adidas AG but we do not report
this on an individual basis for the mem-
bers of the Boards. Instead, we publish
the total holdings of all members of the
Executive Board and all members of the
Supervisory Board separately in order to
safeguard the Board members’ interests
worthy of protection.
Herzogenaurach, February 11, 2010
For the Supervisory Board
Igor Landau
Chairman of the Supervisory Board
For the Executive Board
Herbert Hainer
Chief Executive Officer
The aforementioned Declaration of
Compliance dated February 11, 2010 has
been published together with all former
Declarations of Compliance and can be
downloaded at www.adidas-Group.com/
corporate_governance.
Suggestions of the German Corporate Suggestions of the German Corporate
Governance Code fulfilled to a large Governance Code fulfilled to a large
extentextent
adidas AG complies with the suggestions
of the Code with one exception: Pursuant
to section 3.6 of the Code, Super visory
Board meetings should be prepared
separately by the Supervisory Board
members representing the shareholders
and by those representing the employees.
The members of our Supervisory Board
meet for such preparation meetings only
if required.
Dual board systemDual board system
In accordance with statutory provisions,
adidas AG has a dual board system, which
assigns management functions to the
Executive Board and supervisory func-
tions to the Supervisory Board. These two
boards are strictly separated in terms of
membership and competencies.
Composition and working methods Composition and working methods
of the Executive Boardof the Executive Board
Our Executive Board consists of four
members see Executive Board, p. 24.
There are no Executive Board commit-
tees. The Executive Board is responsible
for managing the company, developing
the Group’s strategic orientation, agree-
ing this with the Supervisory Board and
ensuring its implementation. In doing
so, it is bound to the company’s interests
and obliged to achieve a sustainable
increase in company value. The mem-
bers of the Executive Board are jointly
responsible for the entire management.
The details of the work of the Execu-
tive Board is regulated by its Rules of
Procedure, which can be found on our
corporate website at www.adidas-Group.
com/corporate_governance. Irrespective
of their overall responsibility, the
members of the Executive Board are
individually responsible for managing
their respective business areas. The CEO
is responsible in particular for leading
the entire Executive Board as well as
for management of the business policy
of the Group. In addition, he is in charge
of various fields such as Global Sales
(Wholesale and Retail) of the adidas
and Reebok brands, Internal Audit and
Social & Environmental Affairs as well
as Compliance. Finance, Global Brands
and Global Operations are each assigned
to another member of the Executive
Board in accordance with the plan on the
allocation of the areas of responsibility,
which is published in extracts at www.
adidas-Group.com/corporate_governance.
Executive Board meetings are held
on a regular basis or, if required, ad hoc.
They are convened by the CEO. As a rule,
the Executive Board makes its decisions
by resolution with a simple majority
unless a larger majority is required by
law. If a vote results in a tie, the CEO has
the casting vote. However, in practice, the
Executive Board strives to take its deci-
sions unanimously. Hence, decisions are,
in general, unanimous.
The Executive Board participates
in meetings of the Supervisory Board
upon being invited. At these meetings,
it reports in writing and orally on the
agenda items as well as proposed resolu-
tions and answers all questions from the
individual Supervisory Board members.
Furthermore, the CEO discusses the
Group’s strategy, business development
and risk management with the Chairman
of the Supervisory Board on a regular
basis.
Composition and working methods of Composition and working methods of
the Supervisory Boardthe Supervisory Board
In accordance with the German Co-
Determination Act (Mitbestimmungs-
gesetz – MitbestG), our Supervisory
Board consists of six shareholder
representatives and six employee
representatives see Supervisory Board,
p. 26. The shareholder representatives
are elected by the Annual General
Meeting whereas the employee
representatives are elected prior
to the Annual General Meeting in
accordance with MitbestG regulations.
Our Supervisory Board members were
appointed on May 7, 2009. Their terms
in office expire at the end of the Annual
General Meeting in 2014.
The Supervisory Board oversees
and advises the Executive Board in
matters concerning management. The
Executive Board reports to the Super-
visory Board regularly, expeditiously and
comprehensively on all matters relevant
for the company’s business development,
planning as well as risk situation and
coordinates the strategy and its imple-
mentation with the Supervisory Board.
For certain business transactions and
measures, the Executive Board must
obtain the Supervisory Board’s prior
consent. This includes, for example,
entering or exiting major fields of activity
and acquiring or divesting substantial
corporate holdings.