Reebok 2015 Annual Report Download - page 32

TO OUR SHAREHOLDERS
Corporate Governance Report including the Declaration on Corporate Governance
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CORPORATE GOVERNANCE
REPORT INCLUDINGTHE
DECLARATION ON
CORPORATE GOVERNANCE
Corporate governance stands for responsible and transparent management and corporate control
oriented towards a sustainable increase in value. We are convinced that good corporate governance is
an essential foundation for sustainable corporate success and enhances the confidence placed in our
Group by our shareholders, business partners, employees and the financial markets. The following
report includes the Corporate Governance Report and the Declaration on Corporate Governance
issued by the Executive Board and Supervisory Board.
DUAL BOARD SYSTEM
As a globally operating public listed company with its registered seat in Herzogenaurach, Germany,
adidas AG is, inter alia, subject to the provisions of German stock corporation law. A dual board system,
which assigns the management of the company to the Executive Board and advice and supervision of the
Executive Board to the Supervisory Board, is one of the fundamental principles of German stock corporation
law. These two boards are strictly separated both in terms of members and of competencies. In the interest
of the company, however, both Boards cooperate closely.
COMPOSITION ANDWORKING METHODS OF THE EXECUTIVE BOARD
The composition of our Executive Board, which consists of five members, reflects the international character
of our Group. No member of the Executive Board has accepted more than a total of three supervisory board
mandates in non-Group listed companies or in supervisory bodies of non-Group companies with similar
requirements. The Executive Board is responsible for independently managing the company, determining
the Group’s strategic orientation, agreeing this with the Supervisory Board and ensuring its implementation.
Further, it defines business targets, company policy and the organisation of the Group. Additionally, the
Executive Board ensures appropriate risk management and risk controlling as well as compliance with
statutory regulations and internal guidelines. It is bound to the company’s interest and obligated to strive
for a sustainable increase in company value.
Irrespective of the Executive Board’s overall responsibility, its members are individually responsible for
managing their respective business areas in accordance with the Executive Board’s Business Allocation
Plan. There are no Executive Board committees. The CEO is responsible in particular for leading the entire
Executive Board as well as for guiding business development, including the coordination of the business
segments, brands and markets. The members of the Executive Board keep each other informed on all
significant developments in their business areas and align on all cross-functional measures. Further details
on collaboration within the Executive Board are governed by the Rules of Procedure of the Executive Board
and the Business Allocation Plan. These documents specifically stipulate requirements for meetings and
resolutions as well as for cooperation with the Supervisory Board.
At the Supervisory Board meetings, the Executive Board reports in writing and orally on the agenda items
and resolution proposals and answers all questions from the individual Supervisory Board members. The
CEO and the CFO maintain regular contact and consult with the Chairman of the Supervisory Board and
the Audit Committee Chairman on key aspects of strategy, planning and business development as well as
on questions of risk management and compliance within the Group.
see Executive Board, p. 16
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1 The Corporate Governance
Report including the Declaration
on Corporate Governance is an
unaudited section of the Group
Management Report.