Reebok 2014 Annual Report Download - page 24

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2014
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Corporate Governance Report including the Declaration on Corporate Governance
To Our Shareholders
adidas Group
/
2014 Annual Report
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. We are convinced that good
corporate governance is an essential foundation for sustainable corporate success and
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 both in terms of members
and of competencies. 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. 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 interest 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 to 32% worldwide by the end of 2017.
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. There are no Executive Board committees. The CEO is responsible in particular
for leading the entire Executive Board as well as for guiding business development, including
the coordination of the business segments, brands and markets. 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.
see Executive Board, p. 10
see Employees, p. 82
1) The Corporate Governance Report including
the Declaration on Corporate Governance is an
unaudited section of the Group Management
Report.
1)