As a globally operating public listed company with its registered seat in Herzogenaurach, Germany, adidas AG is, amongst others, subject to the provisions of the German stock corporation law. The Executive Board, the Supervisory Board and the Annual General Meeting form the central corporate bodies of adidas AG. The responsibilities of each of the corporate bodies are strictly separated in accordance with German stock corporation law.
The following diagram demonstrates the essential relationships between the Executive Board, the Supervisory Board and the Annual General Meeting of adidas AG.
The Executive Board is responsible for managing the company, in particular for its strategic orientation, for the internal control and risk management system as well as for compliance. It represents the company judicially and extra-judicially. It furthermore defines business targets, company policy and the organization of the company. The Executive Board reports to the Supervisory Board regularly, extensively and in a timely manner on all matters relevant for the company's strategy, planning, business development, financial position and results of operation as well as on special matters of company risk and opportunity. Essential decisions require the approval of the Supervisory Board.
The rights and responsibilities of the Executive Board are anchored in German stock corporation law, in the Articles of Association of adidas AG and in the service contracts of the members of the Executive Board. Further details of the cooperation of the Executive Board are governed by the Rules of Procedure of the Executive Board and the Business Allocation Plan. These documents specifically stipulate requirements for meetings and resolutions as well as for the cooperation with the Supervisory Board.
The Supervisory Board is responsible for the appointment and dismissal of members of the Executive Board as well as for monitoring and advising the Executive Board in its conduct of business. The Executive Board reports to the Supervisory Board regularly, expeditiously and comprehensively on business development and planning as well as on the risk situation including compliance, 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 statements 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 with particular significance are subject to Supervisory Board approval.
The rights and responsibilities of the Supervisory Board are anchored in German stock corporation law, in the Co-Determination Act and in the Articles of Association of adidas AG. In addition to regulating 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 as well as the procedure for meetings and passing resolutions.
The Supervisory Board of adidas AG consists of sixteen members, and in accordance with the German Co-Determination Act (Mitbestimmungsgesetz - MitBestG), it consists of an equal number of shareholder representatives and of employee representatives. As a rule, Supervisory Board members serve for a term of five years. The next Supervisory Board election is scheduled for the year 2019.
The Annual General Meeting is the corporate body in which our shareholders make use of their membership rights and practice their voting rights. As a matter of principle, each share entitles to the same voting rights ("One share - one vote").
adidas AG holds its Annual General Meeting within the first six months of each financial year. The Annual General Meeting particularly resolves upon the appropriation of retained earnings, ratification of the actions of the Executive Board and of the Supervisory Board, changes to the Articles of Association, and on measures to increase or reduce capital as well as on the appointment of the auditor. Furthermore, the Annual General Meeting elects the shareholder representatives to the Supervisory Board.
The invitation to the Annual General Meeting together with the agenda is sent by the Executive Board to all shareholders who are listed in the share register of adidas AG. Reports and documents that are legally required for the Annual General Meeting, together with the agenda, are made available on the Company's website as of the day the meeting is convened.
Every shareholder registered in the share register of adidas AG on the day of the Annual General Meeting and who registers for the Annual General Meeting in due time is entitled to participate in the Annual General Meeting. Shareholders who cannot participate in the Annual General Meeting in person may authorize a bank, a shareholders’ association or any other person of their choice to exercise their voting rights on their behalf. Furthermore, the Company offers its shareholders the possibility of granting power of representation and voting instructions to proxies appointed by the Company for the sake of representation at the Annual General Meeting. It is possible to register on the Company's website by using the Company's password-protected shareholder portal. Shareholders who register via the shareholder portal have the possibility to directly print out their entrance ticket themselves as well as to change power and instructions online up until the end of the general debate.
The use of e-mail and Internet services is sustainably supported by adidas AG.
The entire Annual General Meeting is broadcast live and in full length online. Resolutions passed by the Annual General Meeting, as well as the speech and presentation of our Chief Executive Officer Mr. Kasper Rorsted, are made available without delay on the Company's website.