Reebok 2014 Annual Report Download - page 22

18
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
variable compensation such as the Performance Bonus for the 2013 and 2014 financial years and the LTIP Bonus 2012/2014.
It furthermore dealt in depth with the results of the review of the appropriateness of Executive Board compensation overall.
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The Audit Committee held five meetings in the year under review and also one meeting in March 2015, dealing with topics
of the year under review. The Chief Financial Officer and the auditor were present at all meetings and reported to the
committee members in detail.
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The committee’s work focused on the comprehensive review of the quarterly reports and the first half year report together
with the Chief Financial Officer and the auditor before the respective dates of publication, also the preliminary examination
of the annual financial statements and the consolidated financial statements for 2013, including the combined management
report of adidas AG and the Group, as well as the Executive Board’s proposal regarding the appropriation of retained
earnings. Following an in-depth review of the audit reports with the auditor, the committee decided to recommend that the
Supervisory Board approve the 2013 annual financial statements and consolidated financial statements. In addition, after
obtaining the auditor’s declaration of independence, the Audit Committee prepared the Supervisory Board’s proposal to the
Annual General Meeting concerning the selection of the auditor of the annual financial statements and the consolidated
financial statements for 2014. Following extensive discussion by the committee, the priority topics for the audit of the
2014 annual financial statements and consolidated financial statements were determined and the audit assignment was
granted together with the according audit fee. The committee furthermore dealt in depth with the 2013 Risk Report and with
establishing best-practice requirements for the internal control systems.
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The committee meeting in September focused on examining the efficiency of the internal audit system, the internal control
system and the risk and compliance management system. In the context of this examination, the committee members
reviewed in depth the main risk factors for the Group, the applied control methods and reporting systems and the efficiency
thereof with the aid of written and oral reports. In the course of the following comprehensive discussions, inter alia with
the auditor, the committee members assured themselves of the effectiveness of the systems and discussed possibilities for
improvement. Furthermore, the 2014 report and the draft of the 2015 audit plan of Internal Audit were discussed in detail.
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The reporting of the Chief Compliance Officer was a topic at every meeting of the Audit Committee. No material compliance
issues were noted in the year under review.
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The Mediation Committee, established in accordance with the German Co-Determination Act (Mitbestimmungsgesetz –
MitbestG), had no reason to convene in 2014.
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The Nomination Committee did not meet in the year under review.
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The Finance and Investment Committee, which was established in September, held three meetings in the year under review
and two meetings in the current year – in each case by way of a conference call.
In November, following extensive consideration, it granted approval on behalf of the Supervisory Board for the issuance
of two bonds with an overall volume of € 1 billion and a term of seven years and twelve years, respectively. It furthermore
discussed the parameters of a share buyback programme based on the authorisation granted by the Annual General
Meeting on May 8, 2014, and resolved upon a first tranche with a volume of up to € 300 million.
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The ‘Relay’ Committee convened once in the year under review and, following an in-depth discussion, approved on behalf
of the Supervisory Board the sale of the Rockport brand to a new entity formed by Berkshire Partners and New Balance.
Examination of the 2014 annual financial statements and consolidated financial statements
KPMG audited the 2014 consolidated financial statements prepared by the Executive Board in accordance with § 315a German
Commercial Code (Handelsgesetzbuch – HGB) in compliance with IFRS and issued an unqualified opinion thereon. The auditor