Reebok 2010 Annual Report Download - page 25

To Our Shareholders Supervisory Board Report 21
We held five Supervisory Board meetings in 2010, one of them in the form of a conference call. In individual cases, we passed
written circular resolutions. In addition, we held a meeting in February 2011, at which we discussed matters relating to the 2010
financial year. Apart from one meeting which one member was unable to attend due to an urgent business appointment that
could not be postponed, all Supervisory Board members attended all meetings in the year under review. The same applies to the
committee meetings. The external auditor, KPMG AG Wirtschaftsprüfungsgesellschaft (KPMG), attended four meetings of the
Supervisory Board and all meetings of the Audit Committee. The Supervisory Board Chairman and the Audit Committee Chairman,
an independent financial expert as defined by the German Stock Corporation Act, also maintained regular contact with the Chief
Executive Officer and the Chief Financial Officer between the Supervisory Board meetings and informed themselves on the current
developments of the business situation and major business transactions. The Executive Board regularly provided us with detailed
reports for the preparation of our meetings. After in-depth examination and consultation, we resolved upon the Executive Board’s
resolution proposals.
Main topics discussed and examined by the entire Supervisory Board
The development of sales and earnings, the employment situation as well as the financial position of the Group and the business
development of individual markets were presented to us in detail by the Executive Board at all but one of our meetings and were
subsequently discussed together. 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.
At our February 10, 2010 meeting, which the Executive Board did not attend, we discussed in detail and resolved upon the 2010
Performance Bonus Plan for the Executive Board including the relevant criteria and targets as proposed by the General Committee.
Furthermore, we amended the wording of the Rules of Procedure of the Executive Board, to be in line with the German Corporate
Governance Code, and aligned the business allocation plan to the new segmental reporting. Subsequently, we resolved upon the
Declaration of Compliance which had been prepared in detail by the Audit Committee at its previous meeting.
The main topic on the agenda of the March 2, 2010 financial statements meeting 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, 2009, as certified by KPMG. We also reviewed the Executive Board’s proposal regarding the appropriation of retained
earnings. Following initial Audit Committee examination 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 appropriation of retained earnings.
Following the discussion and resolution on the agenda items for the 2010 Annual General Meeting, we dealt comprehensively with
the budget and investment plan for 2010, which we subsequently approved.
At our May 5, 2010 meeting, the Executive Board reported in detail on the current business development and the financial
situation of the Group after the first quarter of 2010. Furthermore, we discussed the method and scope of the upcoming efficiency
examination of the Supervisory Board. Additionally, we dealt with the economic situation and the potential for development
of the Retail segment and the eCommerce distribution channel. Following a detailed presentation by the Executive Board and
subsequent discussion of this topic, we approved the transfer of shares held in FC Bayern München AG from adidas International
B.V. to adidas AG.