Reebok 2014 Annual Report Download - page 26

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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
As the Supervisory Board, following the election, is in new composition since the end of the Annual
General Meeting on May 8, 2014, at its meeting on February 11, 2015, it discussed the objectives
that had been set for its composition and, notwithstanding that it cannot influence the selection of
candidates for employee representatives on the Supervisory Board, resolved anew as follows:
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The composition of the Supervisory Board including members with international background
shall be maintained to the current extent. Diversity in terms of expertise and experience on the
grounds of origin, education or professional activity shall continue to be taken into account in
the future.
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The number of women on the Supervisory Board, namely four, shall be maintained. Furthermore,
one woman shall be a member of the Nomination Committee.
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As in the past, all members of the Supervisory Board shall be independent. This presupposes
that all employee representatives also in principle meet the independence criteria as defined by
the Code. Substantial, not merely temporary conflicts of interest shall be avoided.
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The members of the Supervisory Board shall dispose of sufficient time for performing their
mandate.
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The age limit of, in general, 72 years at the time of election shall be taken into account.
However, the basis for every Supervisory Board function remains the personal qualification of the
Supervisory Board members. Therefore, other important criteria will also be considered when
nominating candidates for election. Personality, integrity and sufficient diversity in terms of expert
and industry knowledge as well as particular experience, e.g. in the fields of accounting or annual
auditing, will continue to be taken into account as at present. These are important preconditions
for the Supervisory Board to work together productively and to competently supervise and advise
the Executive Board. The best interests of the company will continue to play a decisive role when
nominating candidates for election.
The Supervisory Board supervises and advises the Executive Board in questions relating to Group
management. The Executive Board regularly, expeditiously and comprehensively reports on
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 Supervisory Board. The
Supervisory Board examines and approves the annual financial statements of adidas AG and the
adidas Group, taking into consideration the auditor’s reports, and resolves upon the proposal of
the Executive Board on the appropriation of retained earnings. Additionally, it resolves upon the
resolution proposals to be presented to the Annual General Meeting. Certain business transactions
and measures of the Executive Board with fundamental significance are subject to prior approval by
the entire Supervisory Board or by a Supervisory Board committee.
The Supervisory Board is also responsible for the appointment and dismissal of members of the
Executive Board. When appointing members of the Executive Board, the Supervisory Board pays
attention to the best possible composition of the Executive Board. Experience, industry knowledge
as well as personal and expert qualifications play an important role in this regard. In March 2014,
Eric Liedtke, who has held various management positions within the adidas Group both in and
outside Germany in the past 20 years, became the successor of Erich Stamminger as member of
the Executive Board responsible for Global Brands. The Supervisory Board considers the increase
in the number of women in management positions within the adidas Group as necessary to ensure
that in the future more suitable female candidates are available for positions on the Executive Board.
The Supervisory Board thus supports the Group’s diversity concepts, particularly regarding the
management development programmes, with the goal of increasing the representation of women
on the Executive Board in the long term.