Reebok 2011 Annual Report Download - page 45

adidas Group
2011 Annual Report
TO OUR SHAREHOLDERS
41
2011
01.5 Supervisory Board Report
us with very detailed reports for the preparation of our meetings. We thus always had the opportunity to critically
analyse the reports and resolution proposals within the committees and the Supervisory Board as a whole,
and to put forward any suggestions we might have had before resolving upon the Executive Board’s resolution
proposals after in-depth examination and consultation. 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. The
consultations and examinations of the entire Supervisory Board focused on the following topics:
Development of sales and earnings
The development of sales and earnings, the employment situation as well as the financial position of the Group
and the business development of the individual markets were presented to us in detail by the Executive Board at
every Supervisory Board meeting following the close of the respective quarter and were subsequently discussed
together. The KPMG-certified 2010 consolidated financial statements and annual financial statements including
the respective Management Reports, as well as the Executive Board’s proposal regarding the appropriation
of retained earnings, were discussed and examined in the presence of the Executive Board and the auditor on
March 1, 2011.
Transactions requiring Supervisory Board approval
In accordance with the Rules of Procedure of the Supervisory Board and Executive Board or statutory regulations,
certain transactions and measures require Supervisory Board approval.
In view of this requirement, we resolved upon the budget and investment planning for the year under review and
the 2012 financial year following detailed presentations by the Executive Board and comprehensive discussions
at our meetings on February 9, 2011 and November 2, 2011, taking into account risks and opportunities for the
Group. At our February 9, 2011 meeting, we furthermore dealt with the planned sale of real estate assets on
Herzo Base, Germany, as well as of some real estate companies founded in connection with this project, and
approved these transactions. The resolutions to be proposed to the Annual General Meeting were resolved upon
at our meeting on March 1, 2011.
At our May 11, 2011 meeting, we additionally considered the possibility of participating in a bidding process. At
the same meeting, we comprehensively discussed with the Executive Board a proposal to construct the Group’s
largest distribution centre at the Niedersachsenpark near Osnabrueck, Germany, and subsequently approved
this project with a total investment sum of up to € 100 million. The establishment of this distribution centre
will support the growth targets set out by the Executive Board as part of the Group’s strategic business plan
Route 2015.
At our Supervisory Board meeting held on November 2, 2011, we intensively discussed the possibility of
acquiring Five Ten, a leading brand in outdoor action sports and approved the acquisition based on the detailed
documentation and presentations. This transaction underscores the adidas Group’s potential to significantly
grow its presence in the outdoor category.
Matters relating to the Executive Board
A key topic of our meetings on February 9, 2011 and March 1, 2011 was the determination of the variable
compensation components payable to the Executive Board for the 2010 financial year. Following in-depth
discussions, we resolved upon the General Committee’s proposal on the 2010 Performance Bonus to be
granted to the Executive Board members. Furthermore, we discussed the General Committee’s proposal
regarding the short-term targets relevant for granting the 2011 Performance Bonus as well as on the individual
Performance Bonus targets for 2011. In line with the General Committee’s recommendations, when passing
the respective resolutions we took into account that the compensation incentive of the Performance Bonus Plan
shall not exceed the compensation incentive resulting from the sustainability-orientated variable compensation
component, the LTIP 2009/2011.
Having resolved at our meeting in May to reappoint Messrs. Bennett and Stalker to the Executive Board, we
reappointed Mr. Stalker to the position of Labour Director at our November meeting.