Reebok 2012 Annual Report Download - page 77

adidas Group
/
2012 Annual Report
To Our Shareholders
55
2012
/
01.6
/
Corporate Governance Report including the Declaration on Corporate Governance
The Compliance Management System based on the Code of Conduct
is founded on three pillars: prevention, detection and response.
Guidelines and processes which provide all employees with clear and
precise behaviour instructions create an appropriate control, audit
and reporting environment with the goal to ensure timely detection of
potential infringements of statutory regulations or internal guidelines.
Appropriate sanction mechanisms are used to react promptly to possible
infringements. Insights gained from the investigation of past violations
are used to continuously improve the risk and compliance system. A vital
part of prevention is the web-based Code of Conduct training, which is
mandatory for all employees worldwide, as well as a web-based data
protection training. Additionally, the Group has a “Marketing Guide” to
raise our employees’ awareness with regard to data protection when in
contact with customers. Employees who work in sales receive regular
personal training concerning matters of competition and anti-trust
law. Before our products enter the market, our Intellectual Property
department researches the technologies, trademarks, logos and
designs to identify possible infringements of the rights of third parties
as well as product safety.
In close cooperation with the employee representatives, we have
established a global network of designated local Compliance Officers
reporting directly to the Chief Compliance Officer of the Group as contact
persons, to whom complaints and information concerning possible
compliance infringements can be reported. The Chief Compliance Officer
regularly reports to the Executive Board on the further development of
the compliance programme and on major compliance cases, which are
also reported to the Audit Committee. Further, he reports to the Audit
Committee at one of its meetings at least once a year concerning the
contents and the further development of the compliance programme.
Risk management: The adidas Group has a company-wide Risk
Management System which is linked to the Compliance Management
System on an organisational level. Within the scope of this system,
strategic and operational risks, legal and compliance-related risks as well
as financial risks are continuously identified and assessed throughout
the company by risk owners (all key decision-makers reporting to the
Executive Board of adidas AG as well as the Managing Directors of all our
markets) and are reported to Group Risk Management. The Executive
Board receives the consolidated and aggregated information from Group
Risk Management. This approach aims to ensure that significant risks
are reported to the Executive Board in good time and that appropriate
measures for minimising the risks are developed and initiated
/
SEE RISK
AND OPPORTUNITY REPORT, P. 164.
Transparency and protection of shareholders’ interests
It is our goal to inform all institutional investors, private shareholders,
financial analysts, employees and the interested public about the
company’s situation, at the same time and to an equal extent, by
regular open and up-to-date communication. We publish all essential
information, such as press releases, ad hoc announcements and voting
rights notifications as well as all presentations from analyst conferences
and all financial reports online. Our Investor Relations department
provides a full range of services to the financial community and our
shareholders
/
SEE OUR SHARE, P. 60.
In addition, we also provide all documents and information on our
Annual General Meeting on our website. At our next Annual General
Meeting, taking place on May 8, 2013, in Fuerth (Bavaria, Germany), we
will again provide our shareholders with the best possible service and
support them in exercising their rights at the Annual General Meeting.
Shareholders have the possibility, inter alia, to electronically register for
the Annual General Meeting or to participate in online voting by granting
powers of representation and voting instructions to the proxies appointed
by the company. Further, all shareholders can follow the Annual General
Meeting live and in full length online.
Share ownership of the Executive Board and
Supervisory Board
At the end of 2012, the total number of shares or related financial
instruments held by the members of the Executive Board of adidas AG
amounted to less than 1% of the shares issued by the company.
At the same time, the members of the Supervisory Board owned 1.76%
of the shares issued by the company or related financial instruments.
A detailed overview of Directors’ Dealings in 2012 is published on our
website at :
//
WWW.ADIDAS-GROUP.COM/DIRECTORS_DEALINGS.
Accounting and annual audit
adidas AG prepares the annual financial statements in accordance with
the provisions of the German Commercial Code (Handelsgesetzbuch –
HGB) and the German Stock Corporation Act (Aktiengesetz – AktG). The
annual consolidated financial statements are prepared in accordance
with the principles of the International Financial Reporting Standards
(IFRS), as adopted by the European Union (EU)
/
SEE AUDITOR’S REPORT,
P. 187.
KPMG AG Wirtschaftsprüfungsgesellschaft was appointed as auditor for
the 2012 annual financial statements and annual consolidated financial
statements by the Annual General Meeting. The Supervisory Board had
previously assured itself of the auditor’s independence.