Adidas 2005 Annual Report Download - page 163

159
Consolidated Financial Statements (IFRS)
Supervisory Board remuneration comprises only fi xed components. In addition to the total
remuneration stated above, Henri Filho received € 0.3 million and Dr. Hans Friderichs received
€ 0.2 million for additional advisory services for the years ending December 31, 2005 and 2004,
respectively.
The remuneration for the Executive Board is divided into fi xed and variable components and
components with long-term incentive impact. The variable components are contingent upon
the attainment of individual and Group targets.
The variable components also comprise a further bonus under a Long-Term Incentive Plan
(LTIP), the amount being linked to the attainment of certain goals during a three-year period.
This bonus is dependent on the accumulated earnings improvement (income before taxes) in
the period 2003 to 2005 and the earnings increase in 2005 versus the prior year. Provided the
targets are achieved, payment will be made following approval of the consolidated fi nancial
statements for the year ending December 31, 2005.
Under the Management Share Option Plan (MSOP) of adidas-Salomon AG, members of the
Executive Board held non-transferable stock options on 11,900 shares and 53,000 shares of
adidas-Salomon AG as at December 31, 2005 and 2004, respectively. In addition, former mem-
bers of the Executive Board held non-transferable stock options on 5,400 and 9,400 shares of
adidas-Salomon AG as at December 31, 2005 and 2004, respectively. In 2005 and 2004, mem-
bers of the Executive Board did not receive any stock options. In 2005, current and former
members of the Executive Board exercised 29,900 stock options (2004: 77,600). Details of the
Management Share Option Plan are also included in these notes (see note 32).
35 …
…
… Information Relating to the German Corporate Governance Code
Information pursuant to § 161 German Stock Corporation Act (AktG)
On February 9, 2006, the Executive Board and Supervisory Board issued the updated declara-
tion of conformity in accordance with § 161 of the Stock Corporation Act (AktG). The text of the
Declaration of Compliance is available on the Group’s corporate website.
36 …
…
… Events after the Balance Sheet Date
Group-Specifi c Subsequent Events
The acquisition of Reebok International Ltd., Canton, Massachusetts (USA), with all its direct
and indirect subsidiaries, announced on August 3, 2005, was completed on January 31, 2006.
As a result, the Reebok business will be consolidated as a separate brand segment within the
adidas Group from February 1, 2006, which will have an impact on the Group’s balance sheet
and cash fl ow statement.
The total purchase price for 100% of the shares of Reebok International Ltd. was US$ 3.85 bil-
lion (€ 3.2 billion), fully paid in cash. Further disclosures according to IFRS 3 would be imprac-
ticable because of the not yet fi nalized year-end audit of the Reebok Group for 2005 as well as
the ongoing purchase price allocation process on the basis of the opening balance sheet as at
January 31, 2006.
Date of Authorization for Issue
The Executive Board of adidas-Salomon AG approved the consolidated fi nancial statements for
submission to the Supervisory Board on February 17, 2006. It is the Supervisory Board’s task
to examine the consolidated fi nancial statements and give their approval and authorization for
issue.
Herzogenaurach, February 17, 2006 …
…
… The Executive Board of adidas-Salomon AG
Executive Board Members’ Compensation € in thousands
Performance-
related
Non- components Share-
performance- (Performance based
related Bonus + LTIP component
component Bonus) (MSOP) Total
Herbert Hainer
(Chairman of the Executive Board) 1,145 2,2101) 812 4,167
Glenn Bennett 5272) 1,0851)2) 5682) 2,1802)
Michel Perraudin
(until March 31, 2005) 123 1053) 2114) 439
Robin Stalker 452 9401) 556 1,948
Erich Stamminger 7515) 1,4401) 505 2,696
Total compensation in 2005 2,998 5,780 2,652 11,430
Total compensation in 20046) 3,141 8,235 3,606 14,982
1) Also contains accrued expenses in 2005 for the LTIP Bonus paid out in 2006 upon attainment of the targets.
2) Also contains the tax equalization paid due to different tax rates in the USA and Germany.
3) Also contains the 2005 Performance Bonus paid on a pro-rata basis.
4) Contains only the compensation received through options exercised before March 31, 2005.
5) Also contains additional reimbursement related to, inter alia, maintaining a second residence associated with Erich Stamminger’s
function in the USA as CEO and President of adidas America Inc. in a total amount of € 146,000.
6) Contains the compensation paid to the Executive Board members Herbert Hainer, Glenn Bennett, Manfred Ihle (until June 30, 2004),
Michel Perraudin, Robin Stalker and Erich Stamminger.
Notes – Additional Information