Reebok 2013 Annual Report Download - page 52

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adidas Group
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2013 Annual Report
To Our Shareholders
48
2013
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01.8
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Corporate Governance Report including the Declaration on Corporate Governance
Corporate Governance Report including
the Declaration on Corporate Governance
Corporate Governance stands for responsible and transparent management and corporate control
oriented towards a sustainable increase in value. These principles apply to all corporate functions and
are an essential foundation for sustainable corporate success. We are convinced that good corporate
governance enhances the confidence placed in our Group by our shareholders, business partners,
employees and the financial markets.
The following report includes the Corporate Governance Report
and the Declaration on Corporate Governance issued by the Executive Board and Supervisory Board.
Dual board system
As a globally operating public listed company with its registered seat
in Herzogenaurach, Germany, adidas AG is, inter alia, subject to the
provisions of German stock corporation law. A dual board system, which
assigns the management of the company to the Executive Board and
advice and supervision of the Executive Board to the Supervisory Board,
is one of the fundamental principles of German stock corporation law.
These two boards are strictly separated in terms of membership and
duties and responsibilities. In the interest of the company, however, both
Boards cooperate closely.
Composition and working methods of the Executive Board
The composition of our Executive Board, which consists of five members,
reflects the international character of our Group. No member of the
Executive Board has accepted more than a total of three supervisory
board mandates in non-Group listed companies or in supervisory bodies
of non-Group companies with similar requirements
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SEE EXECUTIVE
BOARD, P. 36. There are no Executive Board committees. The Executive
Board is responsible for independently managing the company,
determining the Group’s strategic orientation, agreeing this with the
Supervisory Board and ensuring its implementation. Further, it defines
business targets, company policy and the organisation of the Group.
Additionally, the Executive Board ensures appropriate risk management
and risk controlling as well as compliance with statutory regulations
and internal guidelines. It is bound to the company’s interests and
obligated to strive for a sustainable increase in company value. When
filling management positions in the company, the Executive Board
takes diversity into consideration. It especially aims for an appropriate
consideration of women. We plan to increase the number of women in
management positions from currently 28% to between 32% and 35%
worldwide by 2015
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SEE EMPLOYEES, P. 105.
Irrespective of the Executive Board’s overall responsibility, its members
are individually responsible for managing their respective business areas
in accordance with the Executive Board’s Business Allocation Plan. The
CEO is responsible in particular for leading the entire Executive Board
as well as for management of the Group’s business policy. The members
of the Executive Board keep each other informed on all significant
developments in their business areas and align on all cross-functional
measures. Further details on collaboration within the Executive Board
are governed by the Rules of Procedure of the Executive Board and
the Business Allocation Plan. These documents specifically stipulate
requirements for meetings and resolutions as well as for cooperation
with the Supervisory Board.
At the Supervisory Board meetings, the Executive Board reports in writing
and orally on the agenda items and resolution proposals and answers all
questions from the individual Supervisory Board members. Additionally,
the CEO and the CFO maintain regular contact and consult with the
Chairman of the Supervisory Board and the Audit Committee Chairman
on key aspects of strategy, planning and business development as well
as on questions of risk management and compliance within the Group.
Composition and working methods of the
Supervisory Board
Our Supervisory Board consists of six shareholder representatives
and six employee representatives in accordance with the German
Co-Determination Act (Mitbestimmungsgesetz – MitbestG)
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SEE
SUPERVISORY BOARD, P. 40. The Supervisory Board currently has two
female members. Five members of the Supervisory Board have many
years of international experience. Drawing on their different professional
backgrounds, the members bring a broad spectrum of experience and
expertise to their tasks. The composition of the Supervisory Board
is characterised by a high degree of diversity and comprehensive
knowledge of various industries. The members of our Supervisory Board
do not exercise directorship or similar positions or advisory tasks for
key competitors of the company. Further, they do not have business or
personal relations with adidas AG, its Executive Board or a controlling
shareholder which may cause a substantial and not merely temporary
conflict of interest
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SEE REPORT OF THE SUPERVISORY BOARD, P. 42.
1)
1) The Corporate Governance Report including the Declaration on Corporate Governance
is an unaudited section of the Group Management Report.
Further information on Corporate Governance
More information on topics covered in this report can be found on our website
:
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W WW.ADIDAS-GROUP.COM/CORPORATE_GOVERNANCE including:
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Articles of Association
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Rules of Procedure of the Executive Board
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Business Allocation Plan
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Rules of Procedure of the Supervisory Board
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Rules of Procedure of the Audit Committee
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Supervisory Board Committees (composition and tasks)