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To Our Shareholders Corporate Governance Report including the Declaration on Corporate Governance 27
The Executive Board and Supervisory Board of adidas AG issued their last Declaration of Compliance
pursuant to § 161 AktG on February 11, 2010. For the period from the publication of the last
Declaration of Compliance to July 2, 2010, the following Declaration refers to the German Corporate
Governance Code (hereinafter referred to as the “Code”) as amended on June 18, 2009. For the
period as of July 3, 2010, the following Declaration refers to the recommendations of the Code as
amended on May 26, 2010, which was published in the electronic Federal Gazette on July 2, 2010.
The Executive Board and Supervisory Board of adidas AG declare that the recommendations of the
“Government Commission on the German Corporate Governance Code” have been and are met with
the following deviations:
Deductible with regard to the D&O liability insurance (section 3.8)
The D&O liability insurance for the members of our Executive Board and Supervisory Board, a group
insurance for a number of executives, had not provided for a deductible until June 30, 2010. With
effect from July 1, 2010, a deductible which complies with the provisions of the German Act on the
Appropriateness of Management Board Remuneration (Gesetz zur Angemessenheit der Vorstands-
vergütung – VorstAG) was agreed for the Executive Board of adidas AG. A corresponding deductible
was also agreed for the members of the Supervisory Board with effect from July 1, 2010.
Agreeing severance payment caps when concluding Executive Board service contracts
(section 4.2.3 subsection 4)
In accordance with the recommendations of the Code, contracts with a term of more than three
years provide for a severance payment cap. We believe that for contracts with a term of up to three
years the short contractual term agreed in connection with further contractual provisions offers
sufficient protection from inappropriate severance payments. Hence, no formal severance payment
cap is planned.
Age limit for Supervisory Board members (section 5.4.1 sentence 2 old version)
Composition of the Supervisory Board (section 5.4.1 subsection 2 and 3 new version)
An age limit for Supervisory Board members has not been set so far. The Audit Committee and
the entire Supervisory Board discussed the recommendations of the Code regarding concrete
objectives for the composition of the Supervisory Board. Subsequently, at its meeting on February 9,
2011, the Supervisory Board resolved upon the objectives and also set an age limit for Supervisory
Board members. The new recommendations of the Code will thus be met when appointing new
Supervisory Board members.
Number of mandates of an Executive Board member (section 5.4.5 sentence 2 new version)
As the Executive Board member Herbert Hainer currently holds two supervisory board mandates in
Group-external listed companies and two mandates in supervisory bodies of companies with similar
requirements, there has been a deviation from the recommendation since section 5.4.5 sentence
2 new version came into force. With effect from February 28, 2011, Herbert Hainer will resign his
position at Engelhorn KGaA. Given the long period of membership in this supervisory body, the
amended recommendation of the Code can only be met following a certain period of preparation.
We regard this temporary deviation as justified. As of March 1, 2011, all Executive Board members
will meet the recommendation of the Code.
Compensation of the Supervisory Board (section 5.4.6 subsection 2)
The members of our Supervisory Board do not receive any performance-related compensation in
order to exclude any potential conflicts of interest with regard to decisions of the Supervisory Board,
which might influence performance criteria.
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 obligations 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 members
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, 2011
For the Supervisory Board For the Executive Board
Igor Landau Herbert Hainer
Chairman of the Supervisory Board Chief Executive Officer
Declaration by the Executive Board and Supervisory Board of adidas AG pursuant to § 161 German Stock Corporation Act
(Aktiengesetz – AktG) on the German Corporate Governance Code
The above Declaration of Compliance dated February 11, 2011 has been published on our website, where it can be downloaded at www.adidas-Group.com/corporate_governance.