Reebok 2010 Annual Report Download - page 29

To Our Shareholders Corporate Governance Report including the Declaration on Corporate Governance 25
Corporate Governance Report Corporate Governance Report
including the Declaration on Corporate Governance including the Declaration on Corporate Governance
Responsible and transparent management and company control orientated towards a sustainable increase in value are
the principles of our actions. We are convinced that good corporate governance supports a sustainable increase of the value
of the company and enhances the confidence placed in our company by our shareholders, business partners, employees and
the financial markets.
Further information on Corporate Governance
Additional information on the following topics can be
found on our website under www.adidas-Group.com/
corporate_governance:
– Articles of Association
– Rules of Procedure of the Executive Board
– Business Allocation Plan (excerpt)
– Rules of Procedure of the Supervisory Board
– Rules of Procedure of the Audit Committee
The following report includes the
Corporate Governance Report and the
Declaration on Corporate Governance
issued by the Executive Board and
Supervisory Board.
Dual board systemDual board system
In accordance with statutory provisions,
adidas AG has a dual board system, which
assigns management of the company
to the Executive Board and advising and
supervision of the Executive Board to the
Supervisory Board. These two boards are
strictly separated in terms of member-
ship and duties and responsibilities.
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. 16.
There are no Executive Board
committees. The Executive Board is
responsible for independently managing
the company, developing the Group’s
strategic orientation, agreeing 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.
Irrespective of the Executive Board’s
overall responsibility, its members 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
Group’s business policy. In addition, he
is in charge of various fields such as
Global Sales, Internal Audit and Social
& Environmental Affairs as well as
Compliance. The business areas Finance,
Global Brands and Global Operations
are each assigned to a different member
of the Executive Board. The Rules of
Procedure and the Business Allocation
Plan of the Executive Board set out
the tasks and responsibilities of the
Executive Board. These documents
specifically stipulate requirements for
meetings and resolutions as well as for
cooperation with the Supervisory Board.
At the Supervisory Board meetings,
the Executive Board reports in writing
and orally on the agenda items and
resolution proposals and answers all
questions from the individual Supervisory
Board members. Furthermore, the CEO
discusses the Group’s strategy and
business development with the Chairman
of the Supervisory Board on a regular
basis.
Composition and working methods Composition and working methods
of the Supervisory Boardof the Supervisory Board
Our Supervisory Board consists of six
shareholder representatives and six
employee representatives in accordance
with the German Co-Determination Act
(Mitbestimmungsgesetz – MitbestG)
see Supervisory Board, p. 18. The
Supervisory Board currently has two
female members. Five members of
the Supervisory Board have many
years of international experience. The
composition of the Supervisory Board
is characterised by a high degree of
diversity and comprehensive knowledge
of the industry resulting from the
different professional backgrounds of
the members. The members of our
Supervisory Board neither exercise
directorship or similar positions or
advisory tasks for key competitors of the
company nor do they have business or
personal relations with adidas AG or the
Executive Board.