Reebok 2011 Annual Report Download - page 46

adidas Group
2011 Annual Report
TO OUR SHAREHOLDERS
42
2011
01.5 Supervisory Board Report
01.5
As proposed by the General Committee and following in-depth discussions, at our meeting on February 8, 2012
we resolved upon the amount of the 2011 Performance Bonus to be granted to each member of the Executive
Board based on the determined degree of individual target achievement. Furthermore, following in-depth
discussions, we resolved upon the LTIP Bonus to be granted for the years 2009 to 2011 in view of the Executive
Board’s outstanding target achievement. Subsequently, we discussed the General Committee’s proposal
regarding the 2012 Performance Bonus Plan as well as regarding a new compensation plan with long-term
incentive effect covering the three-year period from 2012 to 2014.
Further information on compensation for the 2011 financial year can be found in the Compensation Report
SEE COMPENSATION REPORT, P. 50 .
Corporate Governance
Corporate Governance is always one of the focus points at our February meetings. In this regard, we dealt
extensively with the future composition of the Supervisory Board and determined specific objectives in
accordance with section 5.4.1 of the German Corporate Governance Code. The current degree of internationality
of our Supervisory Board members, which is vital for a successful, globally operating company, is to be
maintained to the current extent. At the Supervisory Board elections taking place in 2014, we intend to increase
the number of female Supervisory Board members from currently two to three women.
Following in-depth consultation from and the recommendation of the Audit Committee, which is also responsible
for corporate governance topics, we issued the 2011 Declaration of Compliance in February 2011 and the 2012
Declaration of Compliance in February 2012. The Declarations of Compliance were made permanently available
to shareholders on the corporate website at : WWW.ADIDAS-GROUP.COM/CORPORATE_GOVERNANCE . Further information on
corporate governance at the adidas Group can be found in the Corporate Governance Report including the
Declaration on Corporate Governance SEE CORPORATE GOVERNANCE REPORT INCLUDING THE DECLARATION ON CORPORATE GOVERNANCE,
P. 45 . At our meeting on May 11, 2011, we dealt comprehensively with significant changes of law and jurisdiction
concerning “Duties and responsibilities of Supervisory Board members”. With this presentation held by an
external consultant, the Executive Board supported our individual training and further development measures.
There are no direct consulting or other service relationships between the company and a member of the
Supervisory Board. In 2011, there was, however, a non-exclusive, project-related consulting agreement with a
finance consultancy of which Dr. Jentzsch is a partner. The General Committee, of which Dr. Jentzsch is not a
member, thoroughly examined the consulting agreement at its April meeting, approving it before the consulting
agreement was signed. For such cases, the Supervisory Board has delegated the authority to examine and
approve to the General Committee. The Chairman of the Supervisory Board then informed the Supervisory Board
of the decision at the Supervisory Board meeting held in May, at which the project that was the object of the
consulting agreement was discussed in detail. In order to avoid any conflicts of interest, Dr. Jentzsch excluded
himself from the discussion of and the decision on the project.
Beyond this, no conflicts of interest arose in 2011 in regard to the Supervisory Board and Executive Board
members.
In preparation for the efficiency examination scheduled for this year, we reviewed the efficiency of our activities
at our meeting held on November 2, 2011.
Efficient committee work
In order to perform our tasks in an efficient manner, we have five standing Supervisory Board committees and
also the project-related Committee for Real Estate Projects, which was established ad hoc in 2009 SEE SUPERVISORY
BOARD, P. 38
. These committees not only have the task of preparing topics and resolutions of the Supervisory Board,
they also partly make decisions on behalf of the Supervisory Board.
The committees’ work in the year under review is summarised as follows:
– The Steering Committee, which is authorised to pass resolutions on behalf of the entire Supervisory Board in
particularly urgent cases, did not meet in the year under review. All Supervisory Board resolutions were able to
be passed by the Supervisory Board as a whole.