Reebok 2015 Annual Report Download - page 30

TO OUR SHAREHOLDERS
Supervisory Board Report
26
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As in previous years, the meeting in September focused on examining the efficiency of the internal audit
system, the internal control system and the risk and compliance management system. In the context of this
examination, the committee members reviewed in depth the main risk factors for the Group, the applied control
methods and reporting systems and the efficiency thereof with the aid of written and oral reports. In the course
of the following comprehensive discussions, inter alia with the auditor, the committee members assured
themselves of the effectiveness of the systems and discussed possibilities for improvement. Furthermore, the
2015 audit report and the draft of the 2016 audit plan of Internal Audit were discussed in detail. Additionally,
the committee resolved upon the implementation of an efficiency examination of its activities, the results of
which were presented to the committee at its meeting in November.
The reporting of the Chief Compliance Officer was a topic at every meeting of the Audit Committee. At the
September meeting, he reported extensively on the independent audit conducted at the Central Distribution
Centre in Rieste in order to bring clarity regarding accusations of, in some cases, adverse working conditions,
and about the countermeasures to be taken.
•The Finance and Investment Committee held six meetings in the year under review, two of which were
held by way of a conference call.
At the meetings in the first quarter, the committee extensively discussed the commencement of a second
tranche of a share buyback programme based on the authorisation granted by the Annual General Meeting
in May 2014, and approved the proposal of the Executive Board to repurchase up to a maximum of six million
shares in the period between March 6 and July 3, 2015 at an overall purchase price of up to € 300 million. At the
August meeting, the committee discussed in detail the potential acquisition of runtastic GmbH, Austria, and
recommended that the Supervisory Board approve the acquisition at an overall purchase price of € 220 million.
Following extensive discussions, at the November and December meetings the committee members granted
approval for certain capital increases for Group subsidiaries.
•The Mediation Committee, established in accordance with the German Co-Determination Act
(Mitbestimmungsgesetz – MitbestG), had no reason to convene in 2015.
•The Nomination Committee did not meet in the year under review.
•The ‘Relay’ Committee, which was established for the sale of the Rockport brand, did not meet in the year
under review.