Reebok 2011 Annual Report Download - page 50

adidas Group
2011 Annual Report
TO OUR SHAREHOLDERS
46
2011
01.6
01.6 Corporate Governance Report including the Declaration on Corporate Governance
– Maintain the independence of all Supervisory Board members while
considering the work relationships of the employee representatives
vis-à-vis the company
– Consider the age limit of, in general, 72 at the time of election
In the 2011 financial year, the composition of the Supervisory Board
did not change. The present composition of the Supervisory Board
is in compliance with the aforementioned objectives. An increase in
the percentage of female members is to be endeavoured at the next
regular Supervisory Board elections, to be held at the Annual General
Meeting in 2014. In selecting nominees, further criteria that we
consider to be important for members of the Supervisory Board are
also taken into account, such as expert and industry knowledge, as
well as particular knowledge of and experience in applying accounting
principles and internal control systems.
Irrespective of the consideration of these objectives and criteria, the
best interests of the company will continue to play a decisive role
for the Supervisory Board when nominating candidates for election.
The Nomination Committee was provided with the aforementioned
objectives that are to be taken into account when nominating
candidates. The Supervisory Board also recommends that the
employee representatives consider the determined objectives, while
observing the fundamental principles for the election of employee
representatives.
The Supervisory Board supervises and advises the Executive Board in
matters relating to the management of the company. The Executive
Board reports to the Supervisory Board regularly, expeditiously and
comprehensively on business development and planning as well as
the risk situation and coordinates the strategy of the company and its
implementation with the Supervisory Board. Moreover, the Executive
Board provides the Supervisory Board with the annual financial state-
ments of adidas AG and the annual consolidated financial statements
of the adidas Group for its approval, taking into consideration the
auditor’s reports. Certain business transactions and measures of the
Executive Board are subject to Supervisory Board approval.
In order to increase the efficiency of its work, the Supervisory Board
has formed five 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 Mediation Committee in accordance with § 27 section 3 MitbestG
and the Nomination Committee. In addition, a committee responsible
for the handling of real estate matters was established ad hoc in 2009.
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 and their respective tasks can be found
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 activities of the Supervisory Board and
its committees are outlined in the Supervisory Board Report SEE
SUPERVISORY BOARD REPORT, P. 40
.
The members of the Supervisory Board are individually responsible for
undertaking any necessary training and further education measures
required for their tasks. The company supports the Supervisory Board
members by offering a professional training programme tailored to
the needs of the Supervisory Board, 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 examines the efficiency of
its work. The last efficiency examination took place in 2010. For the
first time, an individual efficiency examination of the Audit Committee
was conducted. The analysis of both examinations was carried out by
an external consultant. The results were presented and discussed
at the Supervisory Board meeting in November 2010 and at the
Audit Committee meeting in February 2011, respectively. Based on
the discussion, possibilities for improvement were debated which,
however, did not leave room for doubt concerning the efficiency of
either the Supervisory Board’s or the Audit Committee’s activities. The
next efficiency examination is planned for 2012.
Avoiding conflicts of interest
The members of the Executive Board and Supervisory Board disclose
any conflicts of interest to the Chairman of the Supervisory Board in
his capacity as Chairman of the General Committee without delay.
The Supervisory Board reports any conflicts of interest, as well as the
handling thereof, to the Annual General Meeting. Apart from the case
presented in the Supervisory Board Report, neither the members of
the Executive Board nor the members of the Supervisory Board faced
any conflicts of interest in the year under review SEE SUPERVISORY BOARD
REPORT, P. 40
.