Declaration of Compliance
Once a year, the Executive Board and the Supervisory Board of adidas AG issue a declaration of compliance pursuant to § 161 German Stock Corporation Act.
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.
UPDATE OF THE DECLARATION OF COMPLIANCE 2022
Declaration of the adidas AG Executive Board and Supervisory Board on the German Corporate Governance Code pursuant to § 161 of the German Stock Corporation Act (Aktiengesetz – AktG)
In December 2022, the adidas AG Executive Board and Supervisory Board issued the last Declaration of Compliance with the German Corporate Governance Code in the version of December 16, 2019, published in the Federal Gazette on May 20, 2020 (‘Code 2019’) and the version of April 28, 2022, published in the Federal Gazette on June 27, 2022 (‘Code 2022’), pursuant to § 161 AktG.
In addition to this Declaration of Compliance, the Executive Board and the Supervisory Board declare:
Recommendation C.5 of Code 2022
The previous mandate of Chief Executive Officer Bjørn Gulden at Essity Aktiebolag (publ)., a listed stock corporation under the laws of the Kingdom of Sweden, has ended in the meantime. Consequently, there is no longer any deviation from recommendation C.5 of the Code 2022 due to non-group mandates held by Bjørn Gulden.
Recommendation G.9, G.10 and G.12 of Code 2022
In connection with the departure of Amanda Rajkumar from the Executive Board with effect upon expiry of July 15, 2023, the following deviations are made from the recommendations G.9, G.10, and G.12 of the Code 2022:
With regard to a final agreement on the termination of her Executive Board mandate, Ms. Rajkumar and the Supervisory Board have agreed that adidas AG will prematurely pay out in cash the short- and long-term variable compensation components for the 2023 financial year at a fixed amount. Moreover, Ms. Rajkumar is not obliged to invest the amount attributable to the long-term variable compensation in adidas AG shares. Furthermore, the lock-up period for adidas AG shares from the 2021 tranche of the long-term variable compensation was terminated early.
Herzogenaurach, July 2023
For the Executive Board For the Supervisory Board
- Chief Executive Officer - - Chairman of the Supervisory Board -
signed Bjørn Gulden signed Thomas Rabe
DECLARATION OF COMPLIANCE 2022
Declaration of the adidas AG Executive Board and Supervisory Board on the German Corporate Governance Code pursuant to § 161 German Stock Corporation Act (Aktiengesetz – AktG)
In December 2021, the adidas AG Executive Board and Supervisory Board issued the last Declaration of Compliance with the German Corporate Governance Code in the version of December 16, 2019, published in the Federal Gazette on May 20, 2020, pursuant to § 161 AktG. The following declaration refers to the recommendations of the ‘Government Commission on the German Corporate Governance Code’ in the version of December 16, 2019 (‘Code 2019’) and the version of April 28, 2022, published in the Federal Gazette on June 27, 2022 (‘Code 2022’).
1. The adidas AG Executive Board and Supervisory Board declare that since the last declaration, the recommendations of the Code 2019 have been met with the following exceptions:
Recommendation C.5 Alternative 1 Code 2019
One member of the Supervisory Board, Ian Gallienne, holds more than two mandates in supervisory bodies of non-group companies which are listed at a stock exchange or have similar requirements. Ian Gallienne is Chief Executive Officer of Groupe Bruxelles Lambert (‘GBL’). GBL is a holding company that is regularly represented in the supervisory bodies of portfolio companies as an institutional investor, inter alia, by its Chief Executive Officer. All companies (apart from adidas AG) in which Ian Gallienne is a member of the supervisory body are portfolio companies or subsidiaries of GBL or are under joint control of GBL and therefore belong to the same group of companies. They have to be attributed to his main occupation as Chief Executive Officer of GBL.
We are of the opinion that in accordance with its rationale, recommendation C.5 alternative 1 Code 2019 is thus not applicable to Ian Gallienne. For precautionary reasons, however, a deviation is declared. The Supervisory Board has also assured itself that Ian Gallienne has sufficient time to duly perform his duties as a member of the Supervisory Board of adidas AG.
Recommendation C.5 Alternative 2 Code 2019
The Chairman of the Supervisory Board, Thomas Rabe, is also Chief Executive Officer of the listed company RTL Group S.A., Luxembourg. In this respect, the company deviates from recommendation C.5 alternative 2. However, the Supervisory Board is convinced that Thomas Rabe’s mandate at RTL Group S.A. does not affect the due performance of his duties as Chairman of the Supervisory Board. In particular, the Supervisory Board has assured itself that Thomas Rabe has sufficient time to perform his duties.
2. Furthermore, the adidas AG Executive Board and Supervisory Board declare that since the last Declaration of Compliance, the recommendations of the Code 2022 have been and are met with the following exceptions:
Recommendation B.3 Code 2022
With effect from January 1, 2023, the Supervisory Board has appointed Bjørn Gulden as member of the Executive Board and Chief Executive Officer for a period of five years, thus exceeding the term of office of three years recommended for initial appointments.
The Supervisory Board is of the opinion that, in view of Bjørn Gulden’s qualification and experience and the implementation of long-term strategic decisions and goals, an initial appointment of five years is in the company’s best interest.
Recommendation C.5 Alternative 1 Code 2022
Bjørn Gulden, appointed member of the Executive Board and Chief Executive Officer from January 1, 2023, holds mandates with requirements comparable to mandates in non-group listed companies at Tchibo GmbH and Salling Group A/S, a stock corporation under Danish law which is not listed. Furthermore, he holds a mandate at Essity Aktiebolag (publ)., a listed stock corporation under the laws of the Kingdom of Sweden. The Supervisory Board is convinced that Bjørn Gulden’s mandates will not affect the due performance of his duties as a member of the Executive Board and Chief Executive Officer. In particular, the Supervisory Board has assured itself that Bjørn Gulden will have sufficient time to perform his duties.
Recommendation C.5 Alternative 1 Code 2022
With regard to the mandates held by Ian Gallienne, reference is made to the above explanations. We are of the opinion that in accordance with its rationale, recommendation C.5 alternative 1 Code 2022 is not applicable to Ian Gallienne. For precautionary reasons, however, a deviation is declared.
Recommendation C.5 Alternative 2 Code 2022
With regard to the mandate held by Thomas Rabe, reference is made to the above explanations. The Supervisory Board is convinced that Thomas Rabe’s mandate does not affect the due performance of his duties as Chairman of the Supervisory Board. In particular, the Supervisory Board has assured itself that Thomas Rabe has sufficient time to perform his duties.
Herzogenaurach, December 2022
For the Executive Board For the Supervisory Board
– Chief Executive Officer – – Chairman of the Supervisory Board –
signed Harm Ohlmeyer signed Thomas Rabe