Reebok 2013 Annual Report Download - page 49

adidas Group
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2013 Annual Report
To Our Shareholders
45
2013
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01.7
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Supervisory Board Report
In March 2013, following in-depth consideration, we resolved upon the key performance criteria for granting the
2013 Performance Bonuses, together with the individual short-term targets, and determined the Performance
Bonus target amount relevant for each Executive Board member as proposed by the General Committee. In
February 2014, we discussed the performance of the Executive Board members in the year under review and
resolved upon the Performance Bonuses to be granted to them.
Further information on compensation for the 2013 financial year can be found in the Compensation Report
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SEE
COMPENSATION REPORT, P. 53.
Corporate governance
The Supervisory Board regularly monitors the application and further development of the corporate governance
regulations within the company, in particular the implementation of the recommendations of the German
Corporate Governance Code (the “Code”). In addition to our February meetings, at which corporate governance
is usually the focal point, we dealt in our August meeting with the amendments to the Code that were adopted
by the Government Commission on the German Corporate Governance Code on May 13, 2013, essentially
concerning the subject “Executive Board compensation”. At this meeting, as well as at our meeting in February
2014, we extensively discussed the recommendation to introduce caps for the variable compensation components
and resolved upon caps accordingly. At the February meeting, we also dealt extensively with the Code’s
recommendation that, when determining Executive Board compensation, consideration should be given to the
relation between Executive Board compensation and that of top-level management and of employees overall,
including development of the compensation over time. We discussed in detail how to define the respective
benchmark groups for the purpose of these comparisons, and then passed a resolution accordingly. At this
meeting, after comprehensive discussion, we also resolved upon the 2014 Declaration of Compliance. The
Declaration of Compliance was made permanently available to shareholders on the corporate website at
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WWW.ADIDAS-GROUP.COM/CORPORATE_GOVERNANCE.
There was no indication of any conflicts of interest on the part of the members of the Executive and Supervisory
Boards which would require immediate disclosure to the Supervisory Board and would also require reporting to
the Annual General Meeting.
There are no direct advisory or other service relationships between the company and a member of the
Supervisory Board.
Further information on corporate governance at the adidas Group can be found in the Corporate Governance
Report including the Declaration on Corporate Governance
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SEE CORPORATE GOVERNANCE REPORT INCLUDING THE
DECLARATION ON CORPORATE GOVERNANCE, P. 48.
Efficient committee work
In order to perform our tasks in an efficient manner, we have five Supervisory Board standing committees
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SEE
SUPERVISORY BOARD, P. 40 and also two project-related ad hoc committees, which were established in 2009 and
2012. These committees prepare resolutions of the Supervisory Board as well as topics for Supervisory Board
meetings. In appropriate cases, and within the legally permissible framework, we have delegated the Supervisory
Board’s authority to pass resolutions to individual committees. With the exception of the Audit Committee, the
Supervisory Board Chairman also chairs all the standing committees. The committee chairpersons inform the
Supervisory Board about the content and results of the committee meetings at the subsequent meeting of the
entire Supervisory Board.
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The Steering Committee did not meet in the year under review.