Reebok 2015 Annual Report Download - page 28

TO OUR SHAREHOLDERS
Supervisory Board Report
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At our meeting in February 2016, we considered in depth the performance of each Executive Board member in
the year under review and then resolved upon the 2015 Performance Bonuses to be granted to them.
Detailed information concerning Executive Board compensation can be found in the Compensation Report.
SEE COMPENSATION REPORT, P. 36
CORPORATE GOVERNANCE
The Supervisory Board regularly monitors the application and further development of the corporate governance
regulations within the company, in particular the implementation of the regulations of the Code. At the
meeting in February, we discussed in depth the introduction of a severance payment cap and the inclusion of
corresponding provisions in all new or extended Executive Board service contracts in the future. At the same
meeting, we furthermore decided to also include a cap on other minor benefits in all new or extended Executive
Board service contracts in the future, thus implementing a further recommendation of the Code. As Supervisory
Board elections had taken place in May 2014, at the February meeting we also discussed again and updated
the objectives the Supervisory Board had set for its composition in the 2013 calendar year. Additionally, we
included inter alia the objective that a woman must be represented on the Nomination Committee.
At our meeting in August, we discussed the amendments made to the Code by the Government Commission on
the German Corporate Governance Code on May 5, 2015 concerning the professionalisation of the Supervisory
Board. We furthermore resolved on the implementation of an efficiency examination by means of a questionnaire
and involving an external consultant.
At our November meeting, we resolved upon an intra-year amendment to the Declaration of Compliance from
February 12, 2015. The amendment was necessary in light of our resolution to convert the hitherto defined
benefit pension plans into defined contribution pension plans for the Executive Board members who were first
appointed on or after October 1, 2013.
At our meeting in February 2016, we discussed in depth the contents of the Declaration of Compliance which
must be issued each year. By way of circular resolution, we resolved upon the Declaration on February 15, 2016,
which we then made permanently available to our shareholders on our website. WWW.ADIDAS-GROUP.COM/S/
CORPORATE-GOVERNANCE
In the year under review, no conflicts of interest arose with regard to the Executive Board members. With the
exception of the following matter, there were also no conflicts of interest within the Supervisory Board.
In the first quarter of 2015, following extensive discussions at its meetings, the Supervisory Board gave its
approval to one project-specific consulting contract and two project-specific, fixed-term service contracts with
two companies in which in each case one Supervisory Board member has an interest. In order to avoid conflicts
of interest, the two Supervisory Board members concerned participated neither in the respective discussions
nor in the resolutions. The consulting contract was terminated by the company with effect from June 30, 2015.
As the fixed-term service contracts expired at the end of the year under review, in December 2015 and under
exclusion of the Supervisory Board member concerned, by way of circular resolution we approved the conclusion
of a new framework contract starting in January 2016.
Further information on corporate governance at the adidas Group can be found in the Corporate Governance
Report including the Declaration on Corporate Governance. SEE CORPORATE GOVERNANCE REPORT INCLUDING
THE DECLARATION ON CORPORATE GOVERNANCE, P. 28