Reebok 2013 Annual Report Download - page 53

adidas Group
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2013 Annual Report
To Our Shareholders
49
2013
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01.8
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Corporate Governance Report including the Declaration on Corporate Governance
At its meeting held on February 9, 2011, and in accordance with the
recommendations of the German Corporate Governance Code (“the
Code”), the Supervisory Board determined the following objectives for
its composition:
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Maintain the composition of the Supervisory Board including
members with international background to the current extent.
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Maintain two female members on the Supervisory Board until the
next election of the Supervisory Board in 2014.
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Increase the degree of female representation on the Supervisory
Board as of the next election of shareholder representatives and
employee representatives in 2014; the Supervisory Board strives for
at least three female members on the Supervisory Board, at least one
of them on the side of the shareholder representatives.
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Maintain the independence of all Supervisory Board members while
considering the work relationships of the employee representatives
vis-à-vis the company.
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Consider the age limit of, in general, 72 at the time of election.
As amended on May 15, 2012, the Code stipulates additional criteria
concerning the independence of Supervisory Board members. By
resolution dated February 12, 2013, the Supervisory Board has thus
reconfirmed the objectives for its composition determined in 2011.
With regard to independence, the Supervisory Board considers that the
employment contracts of the employee representatives alone do not give
any grounds to doubt their independence as defined by the Code. On this
basis, the independence of all Supervisory Board members remains one
of its objectives.
The composition of the Supervisory Board, which remained unchanged
in the year under review, is in compliance with the aforementioned
objectives. The term of office of the current members of the Supervisory
Board expires at the end of the Annual General Meeting on May 8, 2014.
Pursuant to regulations of the Co-Determination Act, the election of the
employee representatives will be held already in March 2014, whereas
the shareholder representatives will be individually elected at the 2014
Annual General Meeting.
The Nomination Committee of the Supervisory Board prepares the
election of shareholder representatives, to take place at the 2014
Annual General Meeting. When proposing candidates to the Supervisory
Board, it takes into account the objectives set by the Supervisory Board
in terms of its composition as well as the requirements of the German
Stock Corporation Act (Aktiengesetz – AktG), the Code and the Rules
of Procedure of the Supervisory Board. Accordingly, an increase in
female representation is a particular aim at the next Supervisory Board
elections. In selecting nominees, sufficient diversity in terms of different
professional backgrounds, expert and industry knowledge as well as
experience in, inter alia, applying accounting principles and internal
control systems are again taken into account, as at present. The best
interests of the company will continue to play a decisive role when
nominating candidates for election. The Supervisory Board does not,
however, have a right to nominate candidates for the election of employee
representatives to the Supervisory Board. Notwithstanding the above,
the Supervisory Board members strive to achieve the aforementioned
objectives for the composition of the entire Supervisory Board.
The Supervisory Board supervises and advises the Executive Board in
matters relating to the management of the company. The Supervisory
Board is regularly, expeditiously and comprehensively informed by the
Executive Board concerning business development and planning as
well as on the risk situation including compliance and coordinates the
strategy of the company and its implementation with the Executive Board.
Moreover, the Executive Board provides the Supervisory Board with the
annual financial statements of adidas AG and the annual consolidated
financial statements of the adidas Group for its approval, taking into
consideration the auditor’s reports. Certain business transactions and
measures of the Executive Board with particular significance are subject
to Supervisory Board approval.
The Supervisory Board is also responsible for the appointment and
dismissal of Executive Board members. When appointing members of
the Executive Board, the Supervisory Board takes care to ensure the
best possible composition of the Executive Board. Experience, industry
knowledge and personal expert qualifications play an important role
in this regard. In October 2013, Roland Auschel, who has held various
management positions within the Group in Germany and abroad over
the past 20 years, was appointed a member of the Executive Board. He
took over the Board function Global Sales from Herbert Hainer. In March
2014, Eric Liedtke, who has also held various management positions
within the Group both in and outside Germany in the past 20 years,
will succeed Erich Stamminger as a member of the Executive Board,
responsible for Global Brands. To ensure that more suitable female
candidates are available for Executive Board positions in the future, the
Supervisory Board strongly believes that it is necessary to increase the
number of women in management positions within the adidas Group.
The Supervisory Board thus supports the Group’s diversity concepts,
particularly regarding management development programmes, with the
goal of increasing the representation of women on the Executive Board
in the long term.
In order to increase the efficiency of its work, the Supervisory Board has
formed five permanent expert committees from within its members,
which, inter alia, prepare its resolutions and, in certain cases, pass
resolutions on its behalf. These committees are the Steering Committee,
the General Committee, the Audit Committee, the Mediation Committee
in accordance with § 27 section 3 MitbestG and the Nomination
Committee. In addition, the Supervisory Board has two project-related
ad hoc committees, which were established in 2009 and 2012. The
chairmen of the committees report to the entire Supervisory Board on
the results of the committee work on a regular basis. The composition of
the committees and their respective tasks can be found on our website.
Apart from tasks and responsibilities, the Rules of Procedure of the
Supervisory Board and of the Audit Committee also set out the individual
requirements expected of the members and the procedure for meetings
and passing resolutions. These Rules of Procedure are available on our
website. The activities of the Supervisory Board and its committees in
the financial year are outlined in the Supervisory Board Report
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SEE
SUPERVISORY BOARD REPORT, P. 42.