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42 Corporate Governance
Corporate Governance
Report
We are committed to the principles of good corporate
governance and continually strive to strengthen and
sustain the trust that national and international investors,
business partners, employees and the public have placed
in us. Accordingly, our Executive and Supervisory Boards
regularly evaluate the latest national and inter national
standards in responsible, transparent and effi cient com-
pany management with the objective of enhancing cor-
porate governance at adidas and creating sustainable
value. In this report, we outline our corporate governance
activities in the year under review, which focused on
the adoption of new Rules of Procedure for both Boards,
an effi ciency review of the Supervisory Board and the
implementation of its results as well as on the examina-
tion of the updated German Corporate Governance Code.
Dual Board Structure: Executive and Supervisory Boards
In accordance with the German Stock Corporation Act
(Aktiengesetz), adidas-Salomon AG has a dual board struc-
ture consisting of an Executive Board with management func-
tions and a Supervisory Board with control functions. These
two Boards are strictly separated in terms of membership and
competencies. Our Executive Board is currently composed of
four members (see Executive Board). Our Supervisory Board
comprises six members representing the shareholders and
six members representing the employees as required by the
German Co-Determination Act (Mitbestimmungsgesetz) (see
Supervisory Board).
Effi ciency through Supervisory Board Committees
In order to perform its tasks as effi ciently as possible, our
Supervisory Board has formed the following committees:
…
…
… The Steering Committee, which consists of the Super-
visory Board Chairman and his two deputies, discusses major
issues, prepares resolutions and may in special urgent cases
take resolutions in lieu of the Supervisory Board.
…
…
… The co-determined General Committee comprises four
members and in particular is responsible for the prepara-
tion of the Supervisory Board resolutions on the employment
of Executive Board members, decides on the contents of the
relevant employment agreements and determines the struc-
ture and level of the Executive Board compensation.
…
…
… The co-determined Audit Committee with four members
deals primarily with accounting and risk management issues,
discusses the quarterly results and prepares the Supervisory
Board resolutions on the annual fi nancial statements and
consolidated fi nancial statements as well as the agreement
with the auditor.
…
…
… The four-member Mediation Committee formed in accor-
dance with § 27 section 3 of the German Co-Determination
Act submits proposals to the Supervisory Board regarding
the appointment or dismissal of Executive Board members
if the two-thirds Supervisory Board majority required for an
appointment or dismissal is not achieved.
…
…
…
Furthermore, the co-determined “Reebok Corporate
Actions” Committee was established ad hoc with four mem-
bers for the purpose of discussing and resolving on the
capital increase carried out in connection with the Reebok
acquisition.
A summary of the committees’ activities in 2005 can be found
in the Supervisory Board Report. An overview of the individ-
ual committee members is given in the Supervisory Board
Overview.