Reebok 2013 Annual Report Download - page 47

adidas Group
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2013 Annual Report
To Our Shareholders
43
2013
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01.7
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Supervisory Board Report
The Executive Board regularly provided us with detailed reports for the preparation of our meetings. We thus
always had the opportunity to critically analyse the Executive Board’s reports and resolution proposals within
the committees and within the Supervisory Board as a whole and to put forward any suggestions we might have
before resolving upon the Executive Board’s proposals after in-depth examination and consultation. In the periods
between our meetings, the Executive Board kept us continuously informed about the current business situation
by means of monthly reports.
In addition to five regular meetings of the Supervisory Board, we held two extraordinary meetings in the year under
review. In January 2014, an extraordinary Supervisory Board meeting relating to Executive Board matters took
place by way of a conference call. Two of the shareholder representatives were unable to participate in person due
to the short notice. The regular meeting of the entire Supervisory Board which took place in February 2014 dealt
with matters relating to the 2013 financial year.
Apart from one regular meeting, which two members were prevented from attending due to other business
appointments that could not be postponed, all Supervisory Board members attended all regular meetings in the
year under review. The average attendance rate at meetings of the entire Supervisory Board was therefore just
under 97%. All the committee meetings, with the exception of one meeting of the Audit Committee and of the
General Committee, were fully attended. The external auditor, KPMG AG Wirtschaftsprüfungsgesellschaft (KPMG),
attended all regular meetings of the Supervisory Board, inasfar as they did not deal with Executive Board matters.
KPMG also attended all meetings of the Audit Committee. The employee representatives held separate meetings to
prepare and discuss agenda items for the meetings of the entire Supervisory Board.
In the periods between meetings, the Supervisory Board Chairman and the Audit Committee Chairman maintained
regular contact with the Chief Executive Officer and the Chief Financial Officer with respect to matters such
as corporate strategy, business development and planning, the risk situation and risk management as well as
compliance. In addition, the Supervisory Board Chairman was immediately informed about any significant events of
fundamental importance for evaluating the situation and development of the company and management activities.
Topics for the entire Supervisory Board
Our consultations and examinations focused on the following topics:
Situation and business development
The development of sales and earnings, the employment situation as well as the financial position of the Group
and the business development of the Group’s segments and individual regions were presented to us in detail by the
Executive Board following the close of the respective quarter and were discussed regularly. Further ongoing topics
for discussion were the possible impact of global economic developments and negative currency translation effects
as well as the development of individual brands.
In March 2013, we reviewed and dealt intensively with the KPMG-certified 2012 annual financial statements and
consolidated financial statements, including the combined management report for adidas AG and the Group, as
well as the Executive Board’s proposal regarding the appropriation of retained earnings. In May, the Executive
Board reported to us in detail about the measures initiated in connection with clearing up the compliance case that
had arisen at Reebok India Company. In addition, the Executive Board provided us with information on business
development and planned marketing activities in the football category in the run-up to the 2014 World Cup. In
August, we dealt intensively with the Group’s new logistics and warehousing strategy and the possible financial
consequences. At our extraordinary meeting in September, the Executive Board informed us that, due to recent
negative market developments, the published sales and earnings targets for the year under review were no longer
achievable. We discussed the reasons in detail, including the recent intensification of negative currency effects, the
continued softness in the global golf market and the unexpected short-term distribution constraints as a result
of the transition to a new distribution facility in Russia. In November, we were provided with detailed information
about the competition situation in the sporting goods market.