Reebok 2011 Annual Report Download - page 49

adidas Group
2011 Annual Report
TO OUR SHAREHOLDERS
45
2011
01.6 Corporate Governance Report including the Declaration on Corporate Governance
Corporate Governance Report including the
Declaration on Corporate Governance 1)
Corporate Governance stands for responsible and transparent management and corporate control
orientated towards a sustainable increase in value. These principles apply to all corporate functions
and are an essential foundation for sustainable corporate success. We are convinced that good corporate
governance enhances the confidence placed in our Group by our shareholders, business partners,
employees and the financial markets.
01.6
The following report includes the Corporate Governance Report and
the Declaration on Corporate Governance issued by the Executive
Board and Supervisory Board.
Dual board system
In accordance with statutory provisions, adidas AG has a dual board
system, which assigns the management of the company to the
Executive Board and advising and supervision of the Executive Board
to the Supervisory Board. These two boards are strictly separated in
terms of membership and duties and responsibilities.
Composition and working methods of the Executive Board
Our Executive Board consists of four members SEE EXECUTIVE BOARD,
P. 34
. There are no Executive Board committees. The Executive Board
is responsible for independently managing the company, developing
the Group’s strategic orientation, agreeing this with the Supervisory
Board and ensuring its implementation. Additionally, the Executive
Board is responsible for establishing and monitoring an efficient
risk management system. It is bound to the company’s interests and
obligated to achieve a sustainable increase in company value.
Irrespective of the Executive Board’s overall responsibility, its
members are individually responsible for managing their respective
business areas. The CEO is responsible in particular for leading the
entire Executive Board as well as for management of the Group’s
business policy. In addition, he is in charge of various fields such as
Global Sales, Internal Audit and Social & Environmental Affairs as
well as Compliance. The business areas Finance, Global Brands and
Global Operations are each assigned to a different member of the
Executive Board. The Rules of Procedure and the Business Allocation
Plan of the Executive Board set out the tasks and responsibilities of
the Executive Board. These documents specifically stipulate require-
ments for meetings and resolutions as well as for cooperation with the
Supervisory Board.
At the Supervisory Board meetings, the Executive Board reports
in writing and orally on the agenda items and resolution proposals
and answers all questions from the individual Supervisory Board
members. Furthermore, the CEO discusses the Group’s strategy and
business development with the Chairman of the Supervisory Board on
a regular basis.
Composition and working methods of the
Supervisory Board
Our Supervisory Board consists of six shareholder representatives
and six employee representatives in accordance with the German
Co-Determination Act (Mitbestimmungsgesetz – MitbestG) SEE
SUPERVISORY BOARD, P. 38
. The Supervisory Board currently has two female
members. Five members of the Supervisory Board have many years
of international experience. The composition of the Supervisory Board
is characterised by a high degree of diversity and comprehensive
knowledge of the industry resulting from the different professional
backgrounds of the members. The members of our Supervisory Board
do not exercise directorship or similar positions or advisory tasks for
key competitors of the company. With the exception of one already
expired project-related consulting agreement concluded between
the company and a financial consultancy, which one Supervisory
Board member is a partner of, they do not have business or personal
relations with adidas AG or the Executive Board SEE SUPERVISORY BOARD
REPORT, P. 40
.
At its meeting held on February 9, 2011, and in accordance with
the recommendations of the German Corporate Governance Code,
the Supervisory Board determined the following objectives for its
composition:
– Maintain the composition of the Supervisory Board including
members with 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
Further information on Corporate Governance
More information on topics covered in this report can be found on our website at
: WWW.ADIDAS-GROUP.COM/CORPORATE_GOVERNANCE, including:
– Articles of Association
– Rules of Procedure of the Executive Board
– Business Allocation Plan (excerpt)
– Rules of Procedure of the Supervisory Board
– Rules of Procedure of the Audit Committee
1) The Corporate Governance Report including the Declaration on Corporate Governance
is part of the Group Management Report.