Reebok 2010 Annual Report Download - page 27

To Our Shareholders Supervisory Board Report 23
– The Audit Committee held five meetings in 2010, and also one meeting in February 2011 dealing with topics of the year under
review. The auditor and the Chief Financial Officer were present at these meetings. The committee members focused on the
examination of the annual financial statements and the consolidated financial statements including the Management Reports
for 2009 as well as the discussion of the audit reports with the auditor and the detailed examination of the first half year report
and quarterly financial reports prior to their 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 Meeting recommending the auditor for the 2010 financial year.
Together with the auditor, the Audit Committee established the priority topics for the audit of the 2010 annual financial statements
and consolidated financial statements and resolved upon the assignment of the audit to the auditor. In addition, the committee
members focused on monitoring the independence of the auditor, the auditor’s qualification as well as the other advisory services
rendered and the audit fees. In the course of the examination of the effectiveness of the updated risk management system, the
internal control system as well as the internal audit system and the compliance organisation, the members of the Audit Committee
were informed in detail on applied methods, systems and the efficiency thereof through written and oral reports. They discussed
these matters in depth, inter alia with the auditor, and assured themselves of the effectiveness of the systems. Furthermore,
the Audit Committee, which under the Rules of Procedure of the Supervisory Board is also responsible for matters relating to
corporate governance, dealt with the new provisions of the German Corporate Governance Code as amended on May 26, 2010 and
discussed the contents of the Declaration of Compliance to be issued by the Supervisory Board. At its last meeting in the financial
year under review, the members of the committee discussed the draft budget and investment plan for 2011 as explained by the
Chief Financial Officer. The Audit Committee Chairman reported orally on the results of the Audit Committee meetings in the
following Supervisory Board meetings and furthermore regularly provided the Supervisory Board with written information.
– The Mediation Committee again had no reason to meet in 2010.
– The Nomination Committee also had no reason to meet, as there are no Supervisory Board elections scheduled.
– The Committee for Real Estate Projects, which had been established ad hoc in 2009, also did not meet in 2010.
Corporate Governance and Declaration of Compliance
In the past financial year, we comprehensively dealt with the new provisions of the German Corporate Governance Code and their
implementation within the Group. In the second half of the year, the Supervisory Board examined the efficiency of its activities
including the collaboration with the Executive Board by means of detailed questionnaires. Following the respective self-assessment
by the members of the Supervisory Board, an external consultant critically analysed the results and presented them to the entire
Supervisory Board. This analysis did not give rise to any doubts concerning the efficiency of the activities of the Supervisory
Board. In the year under review, our Supervisory Board members again had no conflicts of interest as defined by the German
Corporate Governance Code. After detailed discussions on corporate governance topics within the Audit Committee, we followed the
recommendation of the Audit Committee and on February 11, 2011, issued an updated Declaration of Compliance pursuant to § 161
German Stock Corporation Act (Aktiengesetz – AktG), which is permanently available to shareholders on the corporate website
at www.adidas-Group.com/corporate_governance. Further information on corporate governance including the compensation of the
Executive Board and the Supervisory Board is contained in the Corporate Governance Report including the Declaration on Corporate
Governance see p. 25.