Reebok 2010 Annual Report Download - page 30

26 To Our Shareholders Corporate Governance Report including the Declaration on Corporate Governance
In accordance with the recommendations
of the German Corporate Governance
Code (“Code”), the Supervisory Board
determined the following objectives for
its composition at the meeting held on
February 9, 2011:
– Maintain the composition of the
Supervisory Board including members
with an international background to the
current extent
– Maintain two female members on
the Supervisory Board until the next
election of the Supervisory Board in
2014
– Increase the degree of female
representation on the Supervisory
Board as of the next election of
shareholder representatives and
employee representatives in 2014;
the Supervisory Board strives for at
least three female members on the
Supervisory Board, at least one of
them on the side of the shareholder
representatives
– Maintain the independence of all
Supervisory Board members while
considering the work relationships of
the employee representatives vis-à-vis
the company
– Consider the age limit of, in general,
72 at the time of election.
In addition, further important criteria
for the qualification of the Supervisory
Board members such as expert and
industry knowledge as well as particular
knowledge of and experience in applying
accounting principles and internal
control systems, are taken into account
when nominating suitable candidates for
election.
Irrespective of the consideration of the
aforementioned objectives and criteria,
the best interests of the company will
continue to play a decisive role for the
Supervisory Board when nominating
candidates for election. The Nomination
Committee was provided with the
aforementioned objectives that are to
be taken into account when nominating
candidates. Although the Supervisory
Board cannot influence the employees’
decisions concerning their Supervisory
Board candidates, the Supervisory Board
also recommends to the employee
representatives that, as far as possible,
they strive to consider the set objectives
with regard to the election nominations to
be made by the relevant employee bodies.
The Supervisory Board supervises
and advises the Executive Board in
matters relating to management of the
company. The Executive Board reports
to the Supervisory Board regularly,
expeditiously and comprehensively on
business development and planning as
well as the risk situation and coordinates
the strategy of the company and its
implementation with the Supervisory
Board. Moreover, the Executive Board
provides the Supervisory Board with the
annual financial statements of adidas
AG and the annual consolidated financial
statements of the adidas Group for its
approval, taking into consideration the
auditor’s reports. Certain business
transactions and measures of
the Executive Board are subject to
Supervisory Board approval.
In order to increase the efficiency of its
work, the Supervisory Board has formed
five permanent expert committees from
within its members, which, inter alia,
prepare its resolutions and, in certain
cases, pass resolutions on its behalf.
Those committees are the Steering
Committee, the General Committee,
the Audit Committee, the Mediation
Committee in accordance with § 27
section 3 MitbestG and the Nomination
Committee. In addition, a committee
responsible for the handling of real
estate matters was established ad hoc
in 2009. The chairmen of the committees
report to the entire Supervisory Board on
the results of the committee work on a
regular basis.
The composition of the committees
and their respective tasks can be found
on our website.
Apart from the tasks and
responsibilities, the Rules of Procedure
of the Supervisory Board and of the Audit
Committee also set out the individual
requirements expected of the members
and the procedure for meetings and
passing resolutions. These Rules of
Procedure are available on our website.
The activities of the Supervisory
Board and its committees in 2010 are
outlined in the Supervisory Board Report
see p. 20.
The members of the Supervisory
Board are individually responsible for
undertaking any necessary training and
further education measures required for
their tasks. The company supports the
Supervisory Board members by offering a
professional training programme tailored
to the needs of the Supervisory Board,
informs the Supervisory Board regularly
about current legislative changes and
provides the Supervisory Board with
relevant specialist literature.
Every two years, the Supervisory
Board examines the efficiency of its work.
In the year under review, the Chairman
of the Supervisory Board and his Deputy
Chairwoman dealt intensively with the
efficiency examination. The efficiency
examination was conducted through
detailed questionnaires. The analysis was
carried out by an external consultant,
who presented the results at the Super-
visory Board meeting in November 2010
and chaired the subsequent discussion.
Based on the discussion, possibilities
for improvement were debated which,
however, did not leave any room for doubt
concerning the efficiency of the Super-
visory Board’s activities.
Avoiding conflicts of interestAvoiding conflicts of interest
In the year under review, conflicts of
interest of Executive Board members
and Supervisory Board members were
not reported to the General Committee,
which is responsible in this case.