Reebok 2014 Annual Report Download - page 25

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2014
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01.5
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Corporate Governance Report including the Declaration on Corporate Governance
To Our Shareholders
adidas Group
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2014 Annual Report
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. 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). The
shareholder representatives are elected by the shareholders at the Annual General Meeting, and
the employee representatives by the employees of adidas AG. The last periodic election took place
in 2014. The term of office of the current members of the Supervisory Board commenced on May 8,
2014 and expires at the end of the 2019 Annual General Meeting.
The Supervisory Board’s proposals with regard to shareholder representative candidates for election
at the Annual General Meeting were prepared by the Nomination Committee. The Committee’s
recommendations take into consideration the statutory requirements, the German Corporate
Governance Code (hereinafter the ‘Code’) and the Rules of Procedure of the Supervisory Board, as
well as the objectives and criteria determined by the Supervisory Board for its own composition:
Together, its members have the knowledge, skills and professional expertise required to properly
perform their tasks. As the members of the Supervisory Board have extensive knowledge of various
professional fields, and in some cases also many years of international experience, they bring a
broad spectrum of expertise to the performance of their Supervisory Board function. The number
of female Supervisory Board members has increased from two members to four. Assuming all
of the employee representatives also in principle meet the independence criteria for Supervisory
Board members as defined by the Code, in the Supervisory Board’s assessment, all of its members
are independent. The members of our Supervisory Board do not exercise directorships 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 and Supervisory Board or a controlling
shareholder which may cause a substantial and not merely temporary conflict of interest. The age
limit of, in general, 72 years at the time of election was taken into account in the selection process.
Thus, the objectives for the composition of the Supervisory Board have been met in full. Information
on the individual Supervisory Board members is available in this Annual Report and on our website.
see Supervisory Board Report, p. 14
see Supervisory Board, p. 12
www.adidas-group.com/s/supervisory-board
Further information on
Corporate Governance
More information on topics covered in this
report can be found on our website
w ww.adidas-group.com/s/
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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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)