Supervisory Board Committees

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.

The General Committee is composed of an equal number of shareholder and employee representatives and consists of four 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.

The Audit Committee is composed of an equal number of shareholder and employee representatives and consists of four members. 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. The Chairperson of the Audit Committee has specialist knowledge and experience in the application of accounting principles, internal control processes as well as annual auditing. Hence, the Chairperson of the Audit Committee is considered an independent financial expert.

The committee pre-examines the annual financial statements of adidas AG and the consolidated financial statements of the adidas Group, including the combined Management Report and the non-financial statement of adidas AG and the adidas Group and prepares the respective resolution proposals for the full Supervisory Board. Furthermore, it deals with the quarterly and half year financial reports prior to their respective publication. In addition, it prepares the proposal of the Supervisory Board to the Annual General Meeting for the appointment of the auditor, assigns the audit review and determines the key audit matters. It supervises the audit, particularly the auditor's independence as well as the audit quality and the permitted non-audit services rendered by the auditor. The Audit Committee monitors, in particular, the accounting process as well as the efficiency of the risk management system, the internal audit system, the internal control system and the compliance system. Furthermore, the Audit Committee is responsible for approving related party transactions unless approval by the Supervisory Board is required. The work of the Audit Committee is regulated by Rules of Procedure.

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.

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.