Reebok 2015 Annual Report Download - page 29

TO OUR SHAREHOLDERS
Supervisory Board Report
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EFFICIENTCOMMITTEE WORK
In order to perform our tasks in an efficient manner, in addition to the six Supervisory Board standing committees
SEE SUPERVISORY BOARD, P. 18, we also established the project-related ad hoc committee ‘Relay’, which we
dissolved at the November meeting of the Supervisory Board upon completion of the project. The committees
prepare resolutions of the Supervisory Board as well as topics for Supervisory Board meetings. Within the
legally permissible framework and in appropriate cases, we have furthermore delegated the Supervisory Board’s
authority to pass certain resolutions to individual committees. With the exception of the Audit Committee, the
Supervisory Board Chairman also chairs all the standing committees. The committee chairpersons inform
the Supervisory Board about the content and results of the committee meetings at the subsequent meeting
of the entire Supervisory Board.
•The Steering Committee did not meet in the year under review.
•The General Committee held eight meetings in the 2015 financial year. One additional meeting, dealing
with topics of the year under review, took place in February 2016.
The main focus of the meetings of the General Committee was the preparation of the resolutions of the
Supervisory Board as a whole, detailed individually above. For the resolution of the Supervisory Board on the
variable compensation components, the General Committee dealt comprehensively with the performance of
the Executive Board members in the 2014 and 2015 financial years, and furthermore prepared proposals for the
new performance criteria and individual target bonuses for the variable compensation components applicable
as of the 2015 financial year, such as the LTIP 2015/2017 and the 2015 Performance Bonus Plan. The committee
furthermore prepared the resolution of the Supervisory Board on reviewing the appropriateness of Executive
Board compensation and on setting a target figure for the future representation of women on the Executive
Board. Based on detailed analyses and sector comparisons conducted by an external compensation consultant,
the General Committee prepared a resolution proposal for restructuring the Executive Board pension scheme.
Starting in February, in consultation with a high-profile external executive search firm, the General Committee
dealt intensively with the search for a suitable successor for the long-standing Chief Executive Officer Herbert
Hainer. Based on a requirements profile developed by the Supervisory Board, the General Committee met with
several selected candidates in person and convinced itself of their qualifications and suitability before, following
in-depth discussions at its meeting in November, preparing a resolution proposal for the Supervisory Board.
•The Audit Committee held five meetings in the year under review. One additional meeting, dealing with
topics of the year under review, took place in February 2016. The Chief Financial Officer and the auditor were
present at all meetings and reported to the committee members in detail.
In addition to the supervision of the accounting process, the committee’s work focused on the comprehensive
review of the first quarter report, the first half year report and the report on the first nine months together
with the Chief Financial Officer and the auditor before the respective dates of publication, also the preliminary
examination of the annual financial statements and the consolidated financial statements for 2014, including the
combined management report of adidas AG and the Group, as well as the Executive Board’s proposal regarding
the appropriation of retained earnings. Following an in-depth review of the audit reports with the auditor, the
committee decided to recommend that the Supervisory Board approve the 2014 annual financial statements
and consolidated financial statements. In addition, after obtaining the auditor’s declaration of independence,
the Audit Committee prepared the Supervisory Board’s proposal to the Annual General Meeting concerning the
selection of the auditor of the annual financial statements and the consolidated financial statements for 2015.
Following extensive discussion by the committee, the priority topics for the audit of the 2015 annual financial
statements and consolidated financial statements were determined and the audit assignment was granted
together with the corresponding audit fee.