Adidas 2002 Annual Report Download - page 101

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99
EXAMINATION OF THE 2002 FINANCIAL STATEMENTS
AND CONSOLIDATED FINANCIAL STATEMENTS ///
KPMG Deutsche Treuhand-Gesellschaft Aktiengesellschaft
Wirtschaftsprüfungsgesellschaft, Frankfurt am Main, has
audited the financial statements of adidas-Salomon AG for
the year under review prepared by the Executive Board in line
with the provisions of the German Commercial Code (HGB)
as well as the management report. The auditor issued an
unqualified opinion thereon.
As in the previous year, consolidated financial statements
were prepared in compliance with International Financial
Reporting Standards (IFRS). Under the provisions of §292a
HGB, these financial statements exempt adidas-Salomon AG
from drawing up consolidated financial statements in accor-
dance with German Commercial Law. The auditor issued an
unqualified opinion on the consolidated financial statements
and the management report.
The financial statements and the auditor’s reports were
presented to all the members of the Supervisory Board in
good time. They were discussed in detail at the meeting of
the Supervisory Board on March 10, 2003. The auditor
was present at the annual financial statements meeting.
He reported on the material results of the audit and was
available for the provision of supplementary information.
Having examined the consolidated financial statements,
the financial statements of adidas-Salomon AG, the
management reports and the proposal put forward by the
Executive Board regarding the appropriation of retained
earnings, the Supervisory Board approved the results of the
audit. At its meeting on March 10, 2003, the Supervisory
Board approved the financial statements and the consolidated
financial statements. The Supervisory Board also agreed with
the proposal put forward by the Executive Board regarding
the appropriation of retained earnings.
COMMITTEE ACTIVITIES /// In the year under review the
Supervisory Board had two standing committees.
The General Committee dealt with personnel matters
related to the Executive Board on seven occasions in 2002, in
meetings and by way of resolutions by circular vote.
The Mediation Committee, formed in accordance with
§27 section 3 of the German Co-Determination Act (MitBestG),
submits proposals to the Supervisory Board regarding the
appointment or dismissal of Executive Board members if the
two-thirds Supervisory Board majority necessary for an
appointment or dismissal is not achieved. This committee did
not meet in 2002.
CHANGES ON THE EXECUTIVE BOARD /// At the Supervisory
Board meeting held on August 6, 2002, the Supervisory Board
appointed Mr. Ross McMullin as a member of the Executive
Board of adidas-Salomon AG with effect from September 1,
2002.
OUTLOOK /// In 2002, the targets adidas-Salomon set for
itself were achieved and even partly exceeded. The results
that are stated in this annual report illustrate top operational
and financial performance. It is clear that the conditions
created in the prior year have led to strong success in 2002.
The Supervisory Board believes that in the future the Group
will continue to succeed in meeting its established targets.
At the beginning of the 2003 fiscal year, the Executive Board
and the Supervisory Board approved the adidas-Salomon
Corporate Governance Principles, which are largely in con-
formity with the German Corporate Governance Code. The
Corporate Governance Working Group will further develop
these principles on an ongoing basis with regard to possible
changes to the Code. Furthermore, the Supervisory Board
set up an “Audit and Accounts Committee” in 2003, whose
duties will include dealing with matters relating to financial
reporting and risk management, as well as the required
independence of the auditor and the determination of the
main points of focus for the audits.
We appreciate the tremendous work of the Executive
Board, the Management Boards of the Group companies, the
Works Council and all employees and thank them for their
ongoing commitment.
The Supervisory Board
Henri Filho /// Chairman
March 2003