Reebok 2013 Annual Report Download - page 48

adidas Group
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2013 Annual Report
To Our Shareholders
44
2013
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01.7
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Supervisory Board Report
Transactions requiring Supervisory Board approval
In accordance with statutory regulations and the Rules of Procedure of the Supervisory Board, certain
transactions and measures require a formal resolution or the prior approval of the Supervisory Board.
In the context of this requirement, at our meeting in February, we discussed in detail and approved the budget
and investment planning for 2013 presented by the Executive Board, which, in view of the macroeconomic
environment, we deemed to be ambitious. Additionally, following completion of the project, we approved the
dissolution of the “Apple” committee, which had been established ad hoc related to the acquisition of Adams
Golf, Inc., USA in 2012. At our meeting in March, we discussed and resolved upon the resolutions to be proposed
to the 2013 Annual General Meeting, including the proposal regarding the appropriation of retained earnings
for the 2012 financial year. At an extraordinary meeting in June, held by way of a conference call, the Executive
Board provided us with detailed information on key strategic distribution centres leased by Group companies on a
long-term basis and the possible purchase thereof in the interest of optimising profitability. We specifically dealt
with the Executive Board’s proposal to purchase the strategically important distribution centre in Manchester, UK,
hitherto leased by a Group company. At our August meeting, following the Executive Board’s detailed presentation
on the future logistics and warehousing strategy for the adidas Group, we resolved to invest in the distribution
centre in Brazil. Additionally, we dealt with the various possibilities for funding pension obligations of adidas AG
and approved funding in the form of a pension trust fund.
Composition of the Executive Board
In the year under review and at the beginning of 2014, we took important decisions concerning changes on
the Executive Board. At our meeting in May 2013, we resolved to extend Erich Stamminger’s Executive Board
mandate by a further three years, taking due account of his excellent performance and successes in Global
Brands. Furthermore, after extensive consultation, we approved the changes in the terms of his Executive Board
service contract, following the General Committee’s proposal. At our Supervisory Board meeting in September,
held by way of a conference call, we extensively discussed and resolved upon the appointment of Roland Auschel
to the Executive Board with responsibility for Global Sales, effective October 1, 2013, and we established his
compensation, following the General Committee’s proposal. Roland Auschel has held various management
positions within the Group in Germany and abroad in the past 20 years. With the creation of a separate Executive
Board function for Global Sales, we have taken into account the importance of Global Sales for our company.
At our extraordinary meeting on January 8, 2014, after due consideration within the Supervisory Board as a
whole, we complied with the request of our long-standing Executive Board member Erich Stamminger to release
him from his duties as Executive Board member effective March 5, 2014. We approved the termination of his
appointment by mutual consent and, following in-depth consultation, resolved upon the appointment of Eric
Liedtke as member of the Executive Board with responsibility for Global Brands. Eric Liedtke has held various
management positions within the adidas Group both in and outside Germany in the past 20 years. At the same
time, we determined his compensation and approved the termination agreement regarding the Executive Board
service contract with Erich Stamminger, following the General Committee’s proposal.
Executive Board compensation
Key topics of our meeting as well as of our circular resolution in February 2013 were the determination of the
Performance Bonuses to be granted to our Executive Board members for 2012 and the redetermination of the
already paid Performance Bonuses for the 2011 financial year and the previous years, as proposed by the General
Committee. This reassessment was necessary as the financial figures relevant for determining the degree of
target achievement of our Executive Board members in 2011 and prior years had to be adjusted as a result of
the financial irregularities that had arisen at Reebok India Company, which had also led to a restatement of
the consolidated financial statements for 2011 and prior years. While the restatement of the financial figures
necessitated redetermination of the Performance Bonuses for the 2011 financial year and prior years, resulting in
obligations for repayment by the Executive Board, the already paid LTIP Bonuses 2009/2011 were not affected.