Supervisory Board Comittees
In accordance with statutory regulations, the Articles of Association of adidas AG and the Rules of Procedure of the Supervisory Board, the Supervisory Board has formed five permanent expert committees to handle complex tasks in the most efficient manner.
The composition of the committees as well as a description of their tasks are set out in the following.
COMMITTEE MEMBERS
Committee | Members |
---|---|
Steering Committee | Thomas Rabe (Chairperson) |
General Committee | Thomas Rabe (Chairperson) Linda Evenhuis* Ian Gallienne Nassef Sawiris Paul Seline* |
Audit Committee | Bodo Uebber (Chairperson) Günter Weigl* |
Nomination Committee | Thomas Rabe (Chairperson) |
Mediation Committee | Thomas Rabe (Chairperson) Paul Seline* |
*Employee representative
COMMITTEES AND THEIR TASKS
Steering Committee
The Steering Committee is composed of the Chairperson of the Supervisory Board and the two deputies. It discusses major topics and prepares Supervisory Board resolutions. In particularly urgent cases, the Steering Committee is authorized to pass resolutions required according to the Rules of Procedure for certain transactions and measures of the Executive Board on behalf of the Supervisory Board.
General Committee
The General Committee is composed of an equal number of shareholder and employee representatives and consists of six members. The committee is responsible for, in particular, the preparation of decisions of the full Supervisory Board regarding the appointment and dismissal of Executive Board members. Furthermore, the committee is responsible for preparing all resolutions for the full Supervisory Board which concern the Executive Board compensation system, the determination of the total compensation of the individual members of the Executive Board as well as the content, form and conclusion of their Executive Board service contracts.
Audit Committee
The Audit Committee is composed of an equal number of shareholder representatives and employee representatives and consists of four members. It has at least one Supervisory Board member with expertise in the field of accounting and at least one further member with expertise in the field of auditing. The Chairperson of the Audit Committee is independent and must not be the Chairperson of the Supervisory Board or a member of the company’s Executive Board prior to assuming the committee chair. Moreover, the Chairperson must have appropriate expertise in at least one of the two aforementioned fields.
The committee pre-examines the annual financial statements of adidas AG and the consolidated financial statements, including the combined Management Report and the non-financial statement (incl. the sustainability report) of adidas AG and the adidas Group and prepares the respective resolution proposals for the entire Supervisory Board. Furthermore, it deals with the quarterly and half year financial reports prior to their publication. In addition, it prepares the Supervisory Board’s proposal for the appointment of the auditor to the Annual General Meeting, assigns the audit mandate and determines the key audit matters.
The Audit Committee supervises the audit, particularly the auditor's independence, as well as the audit quality and the permitted non-audit services rendered by the auditor. It monitors, in particular, the accounting process and the efficiency of the risk management system, the internal audit system, the internal control system, and the compliance management system. In addition to the entire Supervisory Board's primary responsibility for the adidas Group's relevant environmental/sustainability, social and governance (ESG) matters, the Audit Committee monitors sustainability topics, including sustainability reporting.
Furthermore, the Audit Committee is responsible for approving related party transactions unless approval by the Supervisory Board is required.
The Audit Committee’s tasks and responsibilities are determined in the Rules of Procedure of the Audit Committee.
Nomination Committee
The Nomination Committee, consisting of three members, is the only Supervisory Board committee consisting exclusively of shareholder representatives in accordance with the recommendations of the German Corporate Governance Code. 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 proposals to the Annual General Meeting. For its recommendations, the Nomination Committee ensures that, aside from statutory requirements, the requirements of the Code and the Rules of Procedure of the Supervisory Board, the objectives resolved upon by the Supervisory Board regarding its composition including the profile of skills and expertise (competency profile) are also taken into consideration.
Mediation Committee
The Mediation Committee is composed of an equal number of shareholder and employee representatives and consists of four members and is formed in accordance with § 27 section 3 of the German Co-Determination Act (Mitbestimmungsgesetz). The committee is responsible for submitting a proposal to the Supervisory Board regarding the appointment or dismissal of an Executive Board member if a two-thirds majority within the Supervisory Board required for an appointment or dismissal is not achieved in the preceding resolution.