Steering Committee
The Steering Committee, which consists of the Supervisory Board Chairman and his two deputies, discusses major issues, prepares resolutions and is authorised in particularly urgent cases to pass resolutions on behalf of the Supervisory Board.
General Committee
The co-determined General Committee, with four members, is responsible in particular for the preparation of Supervisory Board decisions regarding the appointment of Executive Board members. Furthermore, the committee is responsible for preparing all resolutions for the entire Supervisory Board which concern the Executive Board compensation system, determination of the total compensation of the individual members of the Executive Board as well as the content, form and conclusion of their service contracts.
Audit Committee
The co-determined Audit Committee also consists of four members. The Audit Committee Chairman is independent and was not a member of the company’s Executive Board prior to his becoming a member of the Supervisory Board. He has expert knowledge in accounting and the auditing of annual financial statements. The Chairman is hence considered to be an independent financial expert as defined by the German Stock Corporation Act.
The committee meets five times a year on a regular basis. It examines the adidas AG annual financial statements and the consolidated financial statements including the combined Management Report. It also prepares the respective Supervisory Board resolutions. Furthermore, it deals with the quarterly and half-year financial reports. In addition, it prepares the proposal of the Supervisory Board to the Annual General Meeting for the appointment of the auditor as well as the audit assignment to the auditor. Beforehand, it assures itself of the auditor’s independence and determines the audit priorities. The Audit Committee supervises in particular accounting matters and deals with risk management and compliance. It assures itself of the efficiency of the risk management, internal control and compliance systems and is regularly informed on the work undertaken by Internal Audit. The Audit Committee’s exact methods of working are regulated by the Rules of Procedure.
Mediation Committee
The co-determined four-member Mediation Committee, formed in accordance with § 27 section 3 of the German Co-Determination Act (Mitbestimmungsgesetz - MitbestG), is responsible for submitting a proposal 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 in the preceding resolution.
Nomination Committee
The Nomination Committee, comprised of three members, in accordance with the recommendations of the German Corporate Governance Code is the only Supervisory Board committee consisting exclusively of shareholder representatives. Its tasks involve preparations with regard to elections of shareholder representatives to the Supervisory Board, and it submits recommendations to the Supervisory Board for its proposal to the Annual General Meeting. When drawing up proposals for the election to the Supervisory Board, care is taken to ensure that female representation will be considered appropriately and that the candidates have the required expert and industry knowledge, abilities as well as particular knowledge of and experience in applying accounting principles and internal control processes. In addition, the candidates with a view to diversity shall have many years of international experience.
Other Committees
In addition, a committee which is responsible for the handling of real estate matters, composed of three members, was established ad hoc in 2009.