Based on the provisions of the German Stock Corporation Act and the recommendations of the German Corporate Governance Code and depending on the specifics of the enterprise and the number of its members, the Supervisory Board shall form committees with sufficient expertise and determine their tasks and responsibilities. These committees shall serve to increase the efficiency of the Supervisory Board's work and the handling of complex issues. The Supervisory Board may also delegate powers of decision to such committees within the scope of mandatory statutory provisions. The respective committee chairmen report to the Supervisory Board on a regular and timely basis on the work of the committees.
In accordance with statutory provisions, the Articles of Association of adidas AG as well as the Rules of Procedure for the Supervisory Board, our Supervisory Board has formed six permanent expert committees in order to perform its tasks in the most efficient manner:
- Steering Committee
- General Committee
- Audit Committee
- Finance and Investment Committee
- Nomination Committee
- Mediation Committee
For the organization and working methods of the committees the same rules are applicable in principle as for the entire Supervisory Board. The Audit Committee has drawn up its own Rules of Procedure. A committee constitutes a quorum if half of its members, but no less than three members, participate in the passing of the resolutions.
The composition of the committees as well as a description of their tasks is presented hereafter.
committees and THEIR tasks
|Steering Committee||Igor Landau (Chairman)
|General Committee||Igor Landau (Chairman)
|Audit Committee||Herbert Kauffmann (Chairman)
Dr. Wolfgang Jäger*
|Finance and Investment Committee||
Igor Landau (Chairman)
Dr. Wolfgang Jäger*
Igor Landau (Chairman)
|Mediation Committee||Igor Landau (Chairman)
*) Employee Representative
The Steering Committee consists of the Supervisory Board Chairman and his two deputies. It discusses major issues, prepares Supervisory Board resolutions and is authorized in particularly urgent cases to pass resolutions on behalf of the Supervisory Board.
The co-determined General Committee, with four members, is responsible in particular for the preparation of Supervisory Board decisions regarding the appointment and dismissal of Executive Board members. Furthermore, the committee is responsible for preparing all resolutions for the entire Supervisory Board which concern the Executive Board compensation system, determination of the total compensation of the individual members of the Executive Board as well as the content, form and conclusion of their service contracts.
The co-determined Audit Committee also consists of four members. The Audit Committee Chairman is independent and was not a member of the Company’s Executive Board prior to assuming his Supervisory Board mandate. He has specialist knowledge and experience in the application of accounting principles, internal control processes and the auditing of annual financial statements. The Chairman is hence considered to be an independent financial expert.
The committee meets five times a year on a regular basis. It examines the adidas AG annual financial statements and the consolidated financial statements including the combined Management Report for adidas AG and the adidas Group. It also prepares the respective Supervisory Board resolutions. 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 and issues the audit assignment. In this context, it concerns itself with the auditor's independence, the non-audit services, and determines the audit priorities. The Audit Committee supervises in particular accounting matters and deals with risk management and compliance. It assures itself of the efficiency of the risk management, internal control and compliance systems and is regularly informed on the work undertaken by Internal Audit. The Audit Committee’s exact methods of working are regulated by the Rules of Procedure.
The co-determined Finance and Investment Committee, with four members, acts in the Supervisory Board’s stead and is in certain cases responsible for capital-market related transactions as well as i.a. the establishment and the acquisition of subsidiaries, the disposal of properties or decisive individual investments.
The Nomination Committee, comprised of three members, in accordance with the recommendations of the German Corporate Governance Code is the only Supervisory Board committee consisting exclusively of shareholder representatives. 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 proposal to the Annual General Meeting. For its recommendations, the Nomination Committee ensures that aside from the statutory requirements, the requirements of the Code and the Rules of Procedure of the Supervisory Board also the objectives and criteria resolved upon as well as the competency profile developed by the Supervisory Board for its own composition, are taken into consideration.
The co-determined four-member Mediation Committee, formed in accordance with § 27 section 3 of the German Co-Determination Act (Mitbestimmungsgesetz - MitbestG), is responsible for submitting a proposal to the Supervisory Board regarding the appointment or dismissal of Executive Board members if the two-thirds Supervisory Board majority required for an appointment or dismissal is not achieved in the preceding resolution.