Reebok 2014 Annual Report Download - page 27

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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
The Supervisory Board further determines the Executive Board compensation system, examines
it regularly and decides on the individual overall compensation of each Executive Board member.
To this end, the relation between Executive Board compensation and that of senior management
and employees overall is taken into account, also in terms of its development over time. Further
information on Executive Board compensation is compiled in the Compensation Report.
In order to increase the efficiency of its work and to deal with complex topics, the Supervisory
Board has formed six permanent expert committees from within its members, which, inter alia,
prepare its resolutions and, in certain cases, pass resolutions on its behalf. These committees are
the Steering Committee, the General Committee, the Audit Committee, the Finance and Investment
Committee, which was newly formed in 2014, the Mediation Committee in accordance with
§ 27 section 3 MitbestG and the Nomination Committee. In addition, there is one project-based ad
hoc committee which was established in 2014. The chairmen of the committees report to the entire
Supervisory Board on the results of the committee work on a regular basis. The composition of
the committees can be found in our overview of the Supervisory Board. Further information on the
committees’ tasks is available on our website.
Apart from the tasks and responsibilities, the Rules of Procedure of the Supervisory Board and of
the Audit Committee also set out the individual requirements expected of the members and the
procedure for meetings and passing resolutions. These Rules of Procedure are available on our
website. The Supervisory Board Report provides information on the activities of the Supervisory
Board and its committees in the year under review.
The members of the Supervisory Board are individually responsible for undertaking any necessary
training and professional development measures required for their tasks and, in doing so, are
supported by adidas AG. The company informs the Supervisory Board regularly about current
legislative changes as well as opportunities for external training, and provides the Supervisory
Board with relevant specialist literature. In-house introductory events were held for the newly
elected members of the Supervisory Board.
Every two years, the Supervisory Board and the Audit Committee examine the efficiency of their
work by means of questionnaires and individual interviews. The next efficiency examinations will be
carried out after the Annual General Meeting in 2015.
Avoiding conflicts of interest
The members of the Executive Board and Supervisory Board are obligated to disclose any conflicts of
interest to the Supervisory Board without any delay. Substantial transactions between the company
and members of the Executive Board or persons in a close relation with them require Supervisory
Board approval. Contracts between the company and members of the Supervisory Board also require
Supervisory Board approval. The Supervisory Board reports any conflicts of interest, as well as the
handling thereof, to the Annual General Meeting. In the year under review, neither the members of
the Executive Board nor the members of the Supervisory Board faced conflicts of interest, with the
exception of the matter outlined in the Supervisory Board Report.
see Compensation Report, p. 28
see Supervisory Board, p. 12
www.adidas-group.com/s/
supervisory-board-committees
see Supervisory Board Report, p. 14
see Supervisory Board Report, p. 14