Reebok 2015 Annual Report Download - page 36

TO OUR SHAREHOLDERS
Corporate Governance Report including the Declaration on Corporate Governance
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The aforementioned Declaration of Compliance dated February 15, 2016 has been published under and can be downloaded
at WWW.ADIDAS-GROUP.COM/S/CORPORATE-GOVERNANCE.
For the Executive Board
HERBERT HAINER
Chief Executive Officer
For the Supervisory Board
IGOR LANDAU
Chairman of the Supervisory Board
Declaration by the Executive Board and Supervisory Board of adidas AG
pursuant to § 161 German Stock Corporation Act (Aktiengesetz – AktG)
on the German Corporate Governance Code
The Executive Board and Supervisory Board of adidas AG issued their last Declaration of Compliance pursuant to
§ 161 AktG on February 12, 2015 and made an intra-year change on November 4, 2015. For the period from the publication of the last
complete Declaration of Compliance up to June 12, 2015, the following Declaration refers to the German Corporate Governance Code
(hereinafter referred to as the “Code”) as amended on June 24, 2014. For the period as of June 13, 2015, the following Declaration
refers to the recommendations of the Code as amended on May 5, 2015, which was published in the Federal Gazette on June 12, 2015.
The Executive Board and Supervisory Board of adidas AG declare that the recommendations of the ‘Government Commission on the
German Corporate Governance Code’ have been and are met with the following deviations:
Capping overall compensation and variable compensation components (section 4.2.3 subsection 2 sentence 6)
Since the issuance of the last Declaration of Compliance, we have followed the recommendations of the Code for one Executive Board
service contract that has been newly concluded and for one Executive Board service contract that has been extended with effect from
January 1, 2016. Thus, all Executive Board service contracts are now compliant with the recommendations of the Code.
Agreeing severance payment caps when concluding Executive Board service contracts (section 4.2.3 subsection 4)
Since the issuance of the last Declaration of Compliance, a severance payment cap in accordance with the recommendations of the
Code was agreed for one Executive Board service contract that has been newly concluded and for one Executive Board service contract
that has been extended with effect from January 1, 2016. Thus, all Executive Board service contracts are now compliant with the
recommendations of the Code.
Definition of the target level of provision (section 4.2.3 subsection 3)
For Executive Board members of adidas AG initially appointed on or after October 1, 2013 and for Executive Board members to be
appointed in future, the hitherto defined benefit pension plans were converted to defined contribution pension plans with retroactive
effect from January 1, 2015. Due to their structure, the defined contribution pension plans do not aim to reach a defined target level
of provision. In the view of the Supervisory Board, the new pension plan arrangement leads to a higher degree of control and future
planning capability with regard to the company’s expenses for pension plans. The pension plans of the Executive Board members
initially appointed on or before September 30, 2013 will remain defined benefit pension plans. Thus, the deviation declared above does
not apply to the entire Executive Board of adidas AG.
Specification of a regular limit of length of membership for Supervisory Board members (section 5.4.1 subsection 2 sentence 1)
In accordance with section 5.4.1 subsection 2 sentence 1 of the Code, the Supervisory Board has specified concrete objectives for its
composition. However, it has not specified a regular limit of length of membership for Supervisory Board members. The Supervisory
Board is of the opinion that 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.
Herzogenaurach, February 15, 2016