The above Declaration of Compliance dated February 11, 2011 has been published on our website, where it can be downloaded at www.adidas-Group.com/corporate_governance.
28 To Our Shareholders Corporate Governance Report including the Declaration on Corporate Governance
Further information on the principles of our management
Additional information on the following topics can be found on our website under www.adidas-Group.com:
– Code of Conduct – Sustainability – Social commitment
– Information and documents on the Annual General Meeting
– Directors’ Dealings
– Accounting and Annual Audit Suggestions of the German Corporate
Suggestions of the German Corporate Governance Code fulfilled to a large Governance Code fulfilled to a large extent
extent
adidas AG complies with the suggestions of the Code with one exception: Pursuant to section 3.6 of the Code, Supervisory Board meetings should be prepared separately by the Supervisory Board members representing the shareholders and by those representing the employees.
The members of our Supervisory Board meet for such preparation meetings if required.
Relevant management practices Relevant management practices Our business activities are orientated towards the legal systems in the various countries and markets in which we operate. We furthermore bear significant responsibility for the environment and for the people living in these regions.
Performance, passion, integrity and diversity are the values of our company, which are actively lived by our Executive Board members, Supervisory Board members and the employees in all areas of our company.
Compliance within the adidas Group Our compliance system creates the organisational requirements for Group-wide awareness of the respec-tive governing law as well as of our internal rules and guidelines and for ensuring their observance. The adidas Group perceives compliance as being all-embracing, orientated towards the product cycle and extending from the supply chain to the final consumer.
Our Social & Environmental Affairs team deals with the rights of employees in the supply chain and coordinates product safety standards. Before our products reach the market, our Intel-lectual Property department researches the technologies, trademarks, logos and designs to identify possible infringements of the rights of third parties.
In order to ensure standardised and exemplary actions and behaviour, we implemented a Code of Conduct in our company, which has been applicable in all regions and business areas since 2006. Guidelines for day-to-day behaviour in everyday work are stipulated in this Code. The Code of Conduct is available on our website.
The internal compliance programme includes, inter alia, consistently imple-mented web-based training which is available to all employees worldwide in ten languages. Furthermore, on a global level we have designated local compli-ance officers reporting directly to the Chief Compliance Officer of the Group as contact persons, to whom complaints and information concerning possible compli-ance infringements can be reported. In the area of data protection, we also have a web-based training programme for all employees in ten languages. Addition-ally, the Group has a “Marketing Guide”
to raise our employees’ awareness with regard to data protection when in contact with customers. As a next measure, addi-tional online training programmes in the fields of anti-trust law and contract law are being prepared.
Compliance with working and social standards
The development of company guidelines with regard to social minimum standards, work safety as well as health and environmental protection and the monitoring thereof at the production facilities of the adidas Group and its business partners is an integral component of our company policy. Our Group has an individual Code of Conduct for the supply chain, the “Workplace Standards”. These standards see www.adidas-Group.com/sustainability are orientated towards the conventions of the International Labour Organization (ILO) and follow the code of conduct of the World Federation of the Sporting Goods Industry (WFSGI). They help us to only choose such business partners who fulfil the Group’s Workplace Standards and business practices in accordance with our values. We have appointed an expert team specifically for the coordination of compliance with and control of the Workplace Standards. We report on our sustainability programme in this Annual Report see Sustainability, p. 120 and publish sustainability reports regularly.
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Environmental responsibility and social commitment
Sustainable actions are an important requirement for management that is successful in the long term and particu-larly embraces social and environmental responsibility towards present and future generations.
With our “Green Company” initiative as part of our Group-wide environmental strategy, we combine all approaches regarding climate protection and resource conservation at our locations under one roof in order to realise the long-term goal of becoming a carbon-neutral company on a global level.
We promote the positive develop-ment of the regions in which our Group operates by cooperating with charity organisations in order to improve the lives of local people by means of sports.
Moreover, we are involved in education projects as well as science and human-itarian initiatives in various projects in Africa, Latin America and Asia.
With the objective of producing and selling affordable shoes for the poorest of the poor, we have realised a successful pilot project in Bangladesh within the framework of our cooperation with Nobel Peace Laureate Professor Muhammad Yunus. The project is based on the adidas Group’s core competencies and is positioned within the Reebok brand.
Currently, a feasibility study is being conducted to examine to what extent the project can be realised as a working
“Social Business” in accordance with the scientific principles of Professor Yunus.
Transparency and protection Transparency and protection of shareholders’ interests of shareholders’ interests
It is our goal to inform all institutional investors, private shareholders, financial analysts, employees and the interested public about the company’s situation, at the same time and to an equal extent, by regular open and up-to-date commu-nication. We publish all essential infor-mation such as press releases, ad hoc announcements and voting rights noti-fications as well as all financial reports online. In addition, we also provide all documents and information on our Annual General Meeting on our website.
At our next Annual General Meeting, taking place on May 12, 2011 in Fuerth (Bavaria), we will again provide our shareholders with the best possible service. All shareholders can follow the Annual General Meeting live and in full length online.
Through our Investor Relations activ-ities, we are in close contact with our shareholders see Our Share, p. 34.
Appropriate risk management Appropriate risk management The adidas Group has a company-wide risk management system which was comprehensively analysed in 2010. Within the scope of this system, strategic and operational risks, compliance-related risks as well as financial risks are iden-tified, assessed and reported throughout the company and cross-divisionally by key decision-makers. This approach aims to ensure that significant risks are reported to management in good time and that appropriate measures for minimising the risks are developed and initiated see Risk and Opportunity Report, p. 158.
Share ownership of the Executive Board Share ownership of the Executive Board and Supervisory Board
and Supervisory Board
At the end of the 2010 financial year, the total number of shares held by the members of the Executive Board of adidas AG amounted to less than 1% of the shares issued by the company.
At the same time, the members of the Supervisory Board owned 1.96% of the shares issued by the company.
A detailed overview of Directors’
Dealings in 2010 is published on our website under www.adidas-Group.com/
directors_dealings.
Accounting and annual audit Accounting and annual audit
adidas AG prepares the annual financial statements in accordance with the provisions of the German Commercial Code (Handelsgesetzbuch – HGB) and the AktG. The annual consolidated financial statements are prepared in accordance with the principles of the International Financial Reporting Standards (IFRS), as adopted by the European Union (EU).
KPMG AG Wirtschaftsprüfungs-gesellschaft was appointed as auditor for the 2010 annual financial state-ments and annual consolidated financial statements by the Annual General Meeting. The Supervisory Board had previously convinced itself of the auditor’s independence.
30 To Our Shareholders Compensation Report