Reebok 2014 Annual Report Download - page 21

17
2014
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01.4
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Supervisory Board Report
To Our Shareholders
adidas Group
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2014 Annual Report
At our meeting in February 2015, we considered in-depth the performance of each Executive Board member in the year under
review as well as during the three-year period 2012/2014, and then resolved upon the 2014 Performance Bonuses and the LTIP
Bonuses 2012/2014 to be granted to them.
Further information on compensation for the 2014 financial year can be found in the Compensation Report
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SEE COMPENSATION
REPORT, P. 28.
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 Code. At our February meetings, matters
of corporate governance are usually the focal point. In February 2014, we discussed and resolved to introduce compensation
caps, also covering any potential special bonus, for new or extended Executive Board service contracts. In preparation for the
upcoming issuance of the 2015 Declaration of Compliance, our meeting in February 2015 focused on reviewing and resolving
upon the key objectives for the composition of the Supervisory Board as a whole and the introduction of a severance payment
cap for Executive Board service contracts. Thus, in this matter as well, we follow the recommendations of the Code for all
newly concluded and extended Executive Board service contracts. After comprehensive discussion, we resolved upon the 2015
Declaration of Compliance. The Declaration of Compliance was then made permanently available to our shareholders on the
corporate website at
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WWW.ADIDAS-GROUP.COM/S/CORPORATE-GOVERNANCE.
In the year under review, no conflicts of interest arose with regard to the Executive Board members. With the exception of the
following matter, there were also no conflicts of interest within the Supervisory Board.
At the beginning of the 2015 financial year, a consulting contract and a service contract, in each case project-specific, fixed-term
and independent of one another, were entered into with two companies in which in each case one Supervisory Board member
has an interest. Approval of these contracts was finally granted after being discussed in detail by the Supervisory Board at its
meetings in November 2014 and January 2015 and at its meeting in February 2015. In order to avoid conflicts of interest, the
two Supervisory Board members concerned participated neither in the respective discussions nor in the resolutions.
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. 20.
Efficient committee work
In order to perform our tasks in an efficient manner, in addition to the six Supervisory Board standing committees
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SEE
SUPERVISORY BOARD, P. 12 we have also established the project-related ad hoc committee ‘Relay’. The committees prepare
resolutions of the Supervisory Board as well as topics for Supervisory Board meetings. Within the legally permissible
framework and in appropriate cases, we have furthermore delegated the Supervisory Board’s authority to pass certain
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.
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The General Committee held six meetings in 2014, one of them by way of a conference call. Two additional meetings, dealing
with topics of the year under review, took place in February 2015.
The main focus of the meetings of the General Committee was the preparation of the resolutions of the Supervisory Board
as a whole, detailed individually above, concerning the termination agreement with Erich Stamminger, the conclusion of
new or extended Executive Board service contracts as well as the concrete assessment of the Executive Board members’