Reebok 2012 Annual Report Download - page 72

adidas Group
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2012 Annual Report
To Our Shareholders
50
2012
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01.5
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Supervisory Board Report
In the context of the regular reporting of the Chief Compliance Officer on material compliance issues, the committee dealt intensively
with the case that had arisen at Reebok India Company and the consequences thereof.
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The Mediation Committee, established in accordance with the German Co-Determination Act (Mitbestimmungsgesetz – MitbestG),
had no reason to convene in 2012. As there are no forthcoming Supervisory Board elections, the Nomination Committee also did not
meet.
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Ad hoc committees:
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The ad hoc “Committee for Real Estate Projects”, which was established in 2009, and the “Project 99” committee did not meet in
the year under review.
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At a meeting held by way of a conference call, the “Apple” committee dealt intensively with the acquisition of Adams Golf, Inc., USA,
and approved the acquisition in lieu of the Supervisory Board within the scope defined by the Supervisory Board.
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The “Convertible Bond/Bond with Warrants” committee held two meetings by way of a conference call, during which it dealt
intensively with the decision whether to issue a convertible bond in an amount of up to € 500 million, excluding shareholders’
subscription rights, and also with the terms and conditions of the convertible bond. After an in-depth review of the comprehensive
information provided by the Executive Board, the committee approved the issuance of the convertible bond with the terms and
conditions proposed by the Executive Board.
The chairmen of the committees reported to the Supervisory Board on the results of the meetings in detail and in a timely manner, in
oral and sometimes written form.
Examination of the adidas AG 2012 annual financial statements and consolidated financial statements
KPMG audited the 2012 consolidated financial statements prepared by the Executive Board in accordance with § 315a German Commercial
Code (Handelsgesetzbuch – HGB) in compliance with IFRS and issued an unqualified opinion thereon. The auditor also approved without
qualification the 2012 annual financial statements of adidas AG, prepared in accordance with HGB requirements, as well as the combined
management report for adidas AG and the Group. The financial statements, the proposal put forward by the Executive Board regarding the
appropriation of retained earnings and the auditor’s reports were distributed by the Executive Board to all Supervisory Board members
in a timely manner. We examined the documents in depth, with a particular focus on legality and regularity, in the presence of the auditor
at the Audit Committee meeting held on March 1, 2013 and at the Supervisory Board’s March 6, 2013 financial statements meeting,
during which the Executive Board explained the financial statements in detail. We were informed in detail regarding the corrections made
to the 2011 consolidated financial statements, which the Audit Committee had already dealt with in depth at its meeting. Key to these
meetings were also the Executive Board’s commentaries and the subsequent discussions concerning the goodwill impairment necessary
for the 2012 financial year. At both meetings, the auditor reported the material results of the audit with a focus on the priority topics of
the year under review as agreed with the Audit Committee and was available for questions and the provision of additional information.
The auditor did not report any significant weaknesses with respect to the internal control and risk management system relating to the
accounting process. We also discussed in depth with the Executive Board the proposal concerning the appropriation of retained earnings,
which provides for a dividend of € 1.35 per dividend-entitled share and adopted it in light of the Group’s good financial situation and future
prospects as well as the expectations of our shareholders. Based on our own examinations of the annual and consolidated financial
statements as well as of the corrections to the 2011 consolidated financial statements, we are convinced that there are no objections to
be raised. Following the recommendation of the Audit Committee, at our financial statements meeting, we therefore approved the audit
results, including the audit of the corrections made to the 2011 consolidated financial statements, and the financial statements prepared
by the Executive Board. The annual financial statements of adidas AG were thus approved.
Expression of thanks
The Supervisory Board wishes to thank the Executive Board and all adidas Group employees around the world for their tremendous
personal dedication, their performance and their ongoing commitment, and we also thank the employee representatives for their good
collaboration.
For the Supervisory Board
IGOR LANDAU
Chairman of the Supervisory Board
March 2013