The German Corporate Governance Code provides guidelines for the management and supervision of German listed companies and contains internationally and nationally recognized standards for good and responsible governance. The German Corporate Governance Code aims at promoting the trust of shareholders, business partners, employees, and the general public in the management of German stock corporations.

​​​​​​​The principles of good corporate governance inform every part of our organization and we comply with the recommendations of the German Corporate Governance Code with a few exceptions.

CHANGED DECLARATION OF COMPLIANCE 2015

Intra-year change to the DECLARATION made BY THE EXECUTIVE BOARD AND SUPERVISORY BOARD OF ADIDAS AG PURSUANT TO § 161 GERMAN STOCK CORPORATION ACT (AKTIENGESETZ – AKTG) ON THE GERMAN CORPORATE GOVERNANCE CODE 

The Executive Board and Supervisory Board of adidas AG issued their last Declaration of Compliance pursuant to § 161 AktG on February 12, 2015. In addition to the deviations declared in the Declaration of Compliance dated February 12, 2015, the Executive Board and Supervisory Board declare the following deviation:

Pursuant to section 4.2.3 subsection 3, for pension plans, the Supervisory Board shall establish the pension level aimed for in each case – also considering the length of time for which the individual has been an Executive Board member – and take into account the resulting annual and long-term expense for the company.

Up until now, a defined benefit pension plan has been in place for the Executive Board members of adidas AG. On November 4, 2015, the Supervisory Board resolved to retroactively change the pension plans for Executive Board members of adidas AG initially appointed after October 1, 2013 from the current defined benefit pension plan to a defined contribution pension plan with effect from January 1, 2015. This shall also apply to Executive Board members appointed in future. The Executive Board members under the scope of this new pension plan are thus subject to a defined contribution pension plan which, due to its structure, does not aim to reach a defined target pension level.

In practice, there is a growing trend to switch to defined contribution pension plans. In the view of the Supervisory Board, the new pension plan leads to a higher degree of control and future planning capability with regard to the company’s expenses for the pension plan and thus also to a higher degree of transparency.

The pension plans of the Executive Board members initially appointed on or before September 30, 2013 will not be switched to defined contribution pension plans. Thus, the deviation declared above does not apply to the entire Executive Board of adidas AG.

Herzogenaurach, November 4, 2015

For the Executive Board                                            For the Supervisory Board

- Chief Executive Officer -                                         - Chairman of the Supervisory Board -
signed Herbert Hainer                                               signed Igor Landau

DECLARATION OF COMPLIANCE 2015

Declaration by the Executive Board and Supervisory Board 
of adidas AG pursuant to § 161 German Stock Corporation Act (Aktiengesetz – AktG) on the German Corporate Governance Code 

The Executive Board and Supervisory Board of adidas AG issued their last Declaration of Compliance pursuant to § 161 AktG on February 13, 2014. For the period from the publication of the last Declaration of Compliance up to September 30, 2014, the following Declaration refers to the German Corporate Governance Code (hereinafter referred to as the “Code”) as amended on May 13, 2013. For the period as of October 1, 2014, the following Declaration refers to the recommendations of the Code as amended on June 24, 2014, which was published in the Federal Gazette on September 30, 2014. 

The Executive Board and Supervisory Board of adidas AG declare that the recommendations of the “Government Commission on the German Corporate Governance Code” have been and are met with the following deviations: 

Capping overall compensation and variable compensation components (section 4.2.3 subsection 2 sentence 6)

We follow the recommendations of the Code in all contracts that have been newly concluded or extended since the issuance of the last Declaration of Compliance, and we intend to follow the recommendations in the future as well when contracts are extended or newly concluded. The company cannot, however, unilaterally interfere with existing contracts, nor would such interference be in line with the principle of contractual fidelity.

Agreeing severance payment caps when concluding Executive Board service contracts (section 4.2.3 subsection 4)

We believe that for contracts with a term of up to three years the short contractual term agreed in connection with further contractual provisions offers sufficient protection from inappropriate severance payments. Nevertheless, we have agreed on a severance cap in accordance with the recommendations of the Code for all contracts that have been newly concluded or extended since the issuance of the last Declaration of Compliance, and we intend to follow the recommendations in the future as well when contracts are extended or newly concluded. 

Disclosure of shares held by the individual members of the Executive Board and Supervisory Board or financial instruments related thereto (section 6.3 sentence 1)

In the past, we have not reported the ownership of shares or related financial instruments on an individual basis for the members of the Boards if such ownership exceeded 1% of the shares issued by adidas AG. Henceforth, we will observe this recommendation of the Code and report accordingly in the Corporate Governance Report. 

Herzogenaurach, February 12, 2015

For the Executive Board                                            For the Supervisory Board

- Chief Executive Officer -                                         - Chairman of the Supervisory Board -
signed Herbert Hainer                                               signed Igor Landau