Reebok 2015 Annual Report Download - page 34

TO OUR SHAREHOLDERS
Corporate Governance Report including the Declaration on Corporate Governance
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The Supervisory Board supervises and advises the Executive Board in questions relating to Group
management. The Executive Board regularly, expeditiously and comprehensively reports on business
development and planning as well as on the risk situation including compliance and coordinates the strategy
of the company and its implementation with the Supervisory Board. The Supervisory Board examines and
approves the annual financial statements of adidas AG and the adidas Group, taking into consideration the
auditor’s reports, and resolves upon the proposal of the Executive Board on the appropriation of retained
earnings. Additionally, it resolves upon the resolution proposals to be presented to the Annual General
Meeting. Certain business transactions and measures of the Executive Board with fundamental significance
are subject to prior approval by the entire Supervisory Board or by a Supervisory Board committee.
The Supervisory Board is also responsible for the appointment and dismissal of members of the Executive
Board. When appointing members of the Executive Board, the Supervisory Board pays attention to the best
possible composition of the Executive Board. Inter alia, experience, industry knowledge as well as personal
and expert qualifications play an important role in this regard.
The Supervisory Board further determines the Executive Board compensation system, examines it regularly
and decides on the individual overall compensation of each Executive Board member. To this end, the
relation between Executive Board compensation and that of senior management and employees overall
is taken into account, also in terms of its development over time. Further information on Executive Board
compensation is compiled in the Compensation Report.
In order to increase the efficiency of its work and to deal with complex topics, the Supervisory Board has
formed six permanent expert committees from within its members, which, inter alia, prepare its resolutions
and, in certain cases, pass resolutions on its behalf. These committees are the Steering Committee,
the General Committee, the Audit Committee, the Finance and Investment Committee, the Mediation
Committee in accordance with § 27 section 3 MitbestG and the Nomination Committee. The chairmen of
the committees report to the entire Supervisory Board on the results of the committee work on a regular
basis. The composition of the committees can be found in our overview of the Supervisory Board. Further
information on the committees’ tasks is available on our website.
Apart from the tasks and responsibilities, the Rules of Procedure of the Supervisory Board and of the
Audit Committee also set out the individual requirements expected of the members and the procedure for
meetings and passing resolutions. These Rules of Procedure are available on our website. The Supervisory
Board Report provides information on the activities of the Supervisory Board and its committees in the
year under review.
The members of the Supervisory Board are individually responsible for undertaking any necessary training
and professional development measures required for their tasks and, in doing so, are supported by
adidas AG. The company informs the Supervisory Board regularly about current legislative changes as well
as opportunities for external training, and provides the Supervisory Board with relevant specialist literature.
Every two years, the Supervisory Board and the Audit Committee examine the efficiency of their work by
means of questionnaires and individual interviews. As a result, suggestions for even better cooperation
can be made. The last efficiency examinations were conducted in 2015. The analysis of the questionnaires
was carried out by an external consultant. At the meetings of the Supervisory Board and Audit Committee
in November 2015, the results of the efficiency examinations were presented and discussed. No major
efficiency deficits were identified for either body.
see Compensation Report, p. 36
www.adidas-group.com/s/
supervisory-board-committees
see Supervisory Board, p. 18
see Supervisory Board
Report, p. 20