Reebok 2015 Annual Report Download - page 27

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Supervisory Board Report
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COMPOSITION OF THE EXECUTIVE BOARD
At our meeting in May, we dealt extensively with the new law on the equal representation of women and men
in leadership positions and discussed in detail the target figure for the future representation of women on the
Executive Board of the company. Although primarily professional expertise, skills and experience as well as
personality will remain decisive for the Supervisory Board in selecting a member to the Executive Board, at our
meeting in August we resolved upon the target of appointing at least one woman as member of the Executive
Board of adidas AG by June 30, 2017 at the latest.
At our November meeting, after in-depth consultation we resolved to renew Roland Auschel’s mandate as
member of the Executive Board and to extend his Executive Board service contract. With this personnel decision,
we acknowledged his performance and ensured continuity on the Executive Board.
At our meeting in January 2016, we extensively discussed the resolution proposal prepared by the General
Committee on the appointment of a successor for the long-standing Chief Executive Officer Herbert Hainer.
Following in-depth consultation, we resolved to appoint Kasper Rorsted as full member of the Executive Board
with effect from August 1, 2016 and as Chief Executive Officer with effect from October 1, 2016. As Kasper
Rorsted is already available to assume his new position from this summer, Herbert Hainer agreed to relinquish
his Executive Board mandate effective September 30, 2016.
EXECUTIVE BOARD COMPENSATION
All matters regarding Executive Board compensation were prepared comprehensively by the General
Committee, as provided for in the Rules of Procedure of the Supervisory Board, and then submitted to the
Supervisory Board as a whole for resolution. Each year at our February meeting of the entire Supervisory
Board, the main subject is Executive Board compensation. At this meeting, following an in-depth review of the
performance of the Executive Board members and the achievement of targets set for the Long Term Incentive
Plan 2012/2014 (‘LTIP 2012/2014‘) and for the 2014 Performance Bonus Plan respectively, we resolved
upon the bonuses to be granted to the Executive Board members based on these plans. At this meeting, we
discussed in detail the introduction of a cap for any potential severance payment upon premature termination
of Executive Board tenure and then resolved to limit any such compensatory payment to a maximum of twice
the (contractually defined) overall annual compensation, however not to exceed payment claims for the
remaining period of the service contract. Regarding the minor benefits granted to Executive Board members,
we also introduced a cap of 5% of the sum of the annual fixed salary plus the (potential) Performance Bonus.
At our meeting in March, we discussed in detail the targets and key criteria for the new Long Term Incentive
Plan LTIP 2015/2017 that is measured over a three-year period and the 2015 Performance Bonus Plan as
well as the individual bonus target amounts, and then resolved upon them for each Executive Board member.
In line with the German Corporate Governance Code (hereinafter referred to as the ‘Code’), in the year under
review we commissioned an external, independent compensation expert to review the Executive Board
compensation system and the individual compensation of the Executive Board members. The review found
that the compensation structure is oriented towards sustainable development of the company and that it
meets statutory requirements as well as those of the Code. It furthermore found that the target compensation
of the Executive Board members is considered appropriate as defined by the German Stock Corporation
Act (Aktiengesetz – AktG) and the Code, but also that a comparison with other companies reveals above all
a need to address the pensions granted to the Executive Board members. Also regarding the fixed annual
compensation of some individual members of the Executive Board, the review showed that there is room for
a moderate increase in order to ensure competitive compensation. At the meetings of the General Committee
and of the Supervisory Board as a whole in October and November, the members of the Supervisory Board
considered in detail the results of the review and agreed with the assessment of the compensation expert. The
Supervisory Board therefore resolved upon the necessary adjustments to the annual fixed salary with effect
from the 2016 financial year as well as upon a change in the structure of the pensions granted.