Reebok 2011 Annual Report Download - page 47

adidas Group
2011 Annual Report
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43
2011
01.5 Supervisory Board Report
– The General Committee, which prepares the resolutions of the Supervisory Board on Executive Board related
matters, held three meetings in 2011, one of them by way of a conference call. An additional meeting also dealing
with the variable compensation to be granted to the Executive Board for 2011 took place in February 2012.
At its meetings on February 9, 2011 and February 8, 2012, the committee discussed the resolution proposals
for the determination of the Performance Bonuses to be granted to each Executive Board member for the 2010
financial year and for the year under review, respectively, based on the determined degree of target achievement.
Furthermore, at its meeting on February 8, 2012, the General Committee focused on the Executive Board’s
achievement of the targets of the 2011 Performance Bonus and the LTIP Bonus 2009/2011 and developed
detailed resolution proposals to be presented to the Supervisory Board concerning the amounts of the 2011
Performance Bonus and LTIP Bonus 2009/2011. Another topic of this meeting was the discussion on the 2012
Performance Bonus Plan as well as on a new compensation plan with long-term incentive effect, effective
as of the 2012 financial year and covering the three-year period from 2012 to 2014. In April 2011, the General
Committee approved the conclusion of a non-exclusive, project-related consulting agreement.
– The Audit Committee held five meetings in 2011, and also one meeting in March 2012 dealing with topics
of the year under review. The Chief Financial Officer and the auditor were present at these meetings. The
committee members focused on the examination of the annual financial statements and the consolidated
financial statements for 2010 as well as the Management Reports, an in-depth discussion of the audit reports
with the auditor and the detailed examination of the first half year report and quarterly financial reports prior
to publication. Furthermore, the Audit Committee obtained the required auditor’s declaration of independence
and dealt with the proposal to the Supervisory Board recommending the selection of the auditor for the 2011
financial year. Together with the auditor, the Audit Committee established the priority topics for the audit of the
2011 annual financial statements and the consolidated financial statements, resolved upon the assignment of
the audit to the auditor as well as the audit fees, and examined the independence of the auditor in accordance
with the provisions of the German Corporate Governance Code. The Audit Committee obtained information on
the measures taken by the auditor to guarantee independence and assured itself that the auditor does not face
any conflicts of interest. As in the previous year, the meeting in September focused on the examination of the
effectiveness of the Group-wide risk management and internal control system as well as the internal audit
system and the compliance organisation. In the course of this examination, the members of the Audit Committee
were informed in detail on the applied methods and systems as well as on their efficiency, through written
and oral reports. In the course of the following detailed discussions, inter alia with the auditor, they assured
themselves of the effectiveness of the systems.
The Audit Committee was informed regularly regarding current compliance cases. At its November meeting, it
dealt with the 2011 Internal Audit Report, which did not detect any major infractions in business processes, and
subsequently took note of the planning of Internal Audit for 2012.
Furthermore, the committee, which is also responsible for matters relating to corporate governance in
accordance with the Rules of Procedure of the Supervisory Board, discussed at its respective meetings in
February 2011 and November 2011 the contents of the Declaration of Compliance to be issued by the Supervisory
Board for 2010 and 2011.
- The Mediation Committee established in accordance with the German Co-Determination Act
(Mitbestimmungsgesetz – MitbestG) again had no reason to meet in 2011.
- The same applies to the Nomination Committee.
- The Committee for Real Estate Projects, which had been established ad hoc in 2009, also did not meet in 2011.
The Chairmen of the committees reported to the Supervisory Board on the results of the meetings in a timely
and regular manner, in oral and sometimes written form.