Reebok 2015 Annual Report Download - page 33

TO OUR SHAREHOLDERS
Corporate Governance Report including the Declaration on Corporate Governance
29
1
COMPOSITION ANDWORKING METHODS OF THE SUPERVISORY BOARD
Our Supervisory Board consists of an equal number of shareholder representatives and employee
representatives in accordance with the German Co-Determination Act (Mitbestimmungsgesetz – MitbestG).
The shareholder representatives are elected by the shareholders at the Annual General Meeting, and the
employee representatives by the employees. The last periodic election took place in 2014. The term of office
of the current members of the Supervisory Board expires at the end of the 2019 Annual General Meeting.
In accordance with the recommendations of the German Corporate Governance Code (hereinafter the
‘Code’), the Supervisory Board resolved upon the following objectives for its composition at its meeting
on February 11, 2015:
•The composition of the Supervisory Board including members with international background shall be
maintained to the current extent. Diversity in terms of expertise and experience on the grounds of origin,
education or professional activity shall continue to be taken into account in the future.
•The number of women on the Supervisory Board, namely four, shall be maintained. Furthermore, one
woman shall be a member of the Nomination Committee.
•As in the past, all members of the Supervisory Board shall be independent. This presupposes that all
employee representatives also in principle meet the independence criteria as defined by the Code.
Substantial, not merely temporary conflicts of interest shall be avoided.
•The members of the Supervisory Board shall dispose of sufficient time for performing their mandate.
•The age limit of, in general, 72 years at the time of election shall be taken into account.
The Supervisory Board, however, cannot influence the selection of candidates for employee representatives
on the Supervisory Board.
In the new version dated May 5, 2015, the Code contains an additional recommendation on specifying
a regular limit of length of membership for Supervisory Board members. However, at its meeting on
February 10, 2016, the Supervisory Board resolved not to follow this recommendation, as a general limit
would not take into consideration specific factors which might justify an extended length of membership of
individual Supervisory Board members in the interest of the company and from the point of view of those
entitled to elect members to the Supervisory Board.
The members of the Supervisory Board have the knowledge, skills and professional expertise required
to properly perform their tasks. As they have extensive knowledge of various professional fields, and in
some cases also many years of international experience, they bring a broad spectrum of expertise to the
performance of their Supervisory Board function. The number of female Supervisory Board members
currently amounts to four. Assuming all of the employee representatives also in principle meet the
independence criteria for Supervisory Board members as defined by the Code, in the Supervisory Board’s
assessment, all of its members are independent. The members of our Supervisory Board do not exercise
directorships or similar positions or advisory tasks for key competitors of the company. Further, they do
not have business or personal relations with adidas AG, its Executive Board and Supervisory Board or a
controlling shareholder which may cause a substantial and not merely temporary conflict of interest. The
age limit of, in general, 72 years at the time of election was taken into account in the selection process.
The composition of the Supervisory Board consequently fully complies with the set objectives resolved on
February 11, 2015.
The personal qualification of the Supervisory Board members also remains the basis for every Supervisory
Board function. Therefore, other important criteria will also be considered when nominating candidates
for election. Personality, integrity and sufficient diversity in terms of expert and industry knowledge as
well as particular experience, e.g. in the fields of accounting or annual auditing, will continue to be taken
into account as at present. These are important preconditions for the Supervisory Board to work together
productively and to competently supervise and advise the Executive Board. The best interests of the company
will continue to play a decisive role when nominating candidates for election.
 FURTHER
INFORMATION
ON CORPORATE
GOVERNANCE
More information on topics
covered in this report can be
found on our website
WWW.ADIDAS-GROUP.
COM/S/CORPORATE-
GOVERNANCE
including:
•Articles of Association
•Rules of Procedure of the
Executive Board
•Rules of Procedure of the
Supervisory Board
•Rules of Procedure of the
Audit Committee
•Supervisory Board
Committees (composition
and tasks)
•CVs of Executive Board
members and Supervisory
Board members
see Supervisory Board, p. 18
www.adidas-group.com/s/
supervisory-board