Supervisory Board Report

Aufsichtsrat Thomas Rabe (Photo)

DEAR SHAREHOLDERS,

2020 was a challenging year for adidas. A year impacted in particular by the unprecedented challenges of the coronavirus pandemic. Broad-based store closures as well as lower consumer traffic had a significant negative impact on the company’s business activities. adidas has risen to these challenges. While the health and safety of our employees, partners, and consumers remained a top priority, the company also took advantage of emerging opportunities: The company advanced its digital activities, concluded successful refinancing agreements, and further increased diversity within the company. These achievements help to ensure that adidas goes strengthened and well equipped into the next strategic cycle. Focusing on the most attractive categories, channels, and markets in the global sporting industry, the company’s 2025 strategy will allow adidas to gain above-average benefits from structural consumer trends. Against this background, the company is in an excellent position to generate profitable growth also in the new strategic cycle, and to allow shareholders to continue to participate in the company’s positive development.

Monitoring and advice in dialogue with the Executive Board

In the year under review, we performed all of our tasks laid down by law, the Articles of Association, the German Corporate Governance Code (‘Code’) and the Rules of Procedure carefully and conscientiously, as in previous years. We regularly advised the Executive Board on the management of the company and diligently and continuously monitored its management activities. The Executive Board involved us directly and in a timely and comprehensive manner in all of the company’s fundamental decisions.

The Executive Board informed us extensively and regularly through written and oral reports. This information covered all relevant aspects of the company’s corporate strategy, business planning (including financial, investment, and personnel planning), the course of business, and the company’s financial position and profitability. We were also kept up to date on matters relating to accounting processes, the risk situation and the effectiveness and development of the internal control and risk management systems and compliance as well as all major decisions and business transactions. Furthermore, the Executive Board always explained immediately and in detail any deviation in the performance of the business from the established plans. In the year under review, the principal cause of deviation was the coronavirus pandemic, which presented the company with new and unexpected challenges. In order to meet these challenges, we increased the communication between the Executive Board and Supervisory Board through additional meetings and regular written reports. In particular, the Executive Board informed us of the impact of the pandemic on our employees and locations around the world, on our operational performance, and on the liquidity of the company. We supported the Executive Board in an advisory capacity on all of the measures implemented, each of which was intended to promote the long-term prosperity of adidas as well as its employees, consumers, and business partners.

In addition, the Executive Board provided us with regular, comprehensive written reports to assist with preparation for our meetings. We thus always had the opportunity to critically analyze the Executive Board’s reports and resolution proposals within the committees and within the entire Supervisory Board and to put forward suggestions before passing resolutions after in-depth examination and extensive consultation. At the Supervisory Board meetings, the Executive Board was available to discuss and answer our questions. In the periods between our meetings, the Executive Board also provided us with extensive monthly reports on the current business situation. We critically examined and challenged the information provided to us by the Executive Board.

Meetings of the Supervisory Board and its committees

In the past financial year, the Supervisory Board primarily exercised its duties in plenary sessions. Members who were unable to participate in the meetings took part in the resolutions by submitting their vote in writing. Given the coronavirus pandemic and in order to protect the safety of all persons involved, most of our meetings were held virtually. The latest video-conferencing technology was used to ensure an open and appropriate discussion between the Executive Board and Supervisory Board within the virtual meetings. Despite the very high number of meetings, the Supervisory Board and its committees had a consistently high participation rate during the year under review, totaling approximately 97% (2019: approximately 96%), which significantly exceeds the targeted minimum participation rate of 75%.

The external auditor, KPMG AG Wirtschaftsprüfungsgesellschaft, Berlin, (‘KPMG’) attended all meetings of the Supervisory Board, with the exception of one extraordinary meeting, insofar as no Executive Board matters or internal matters of the Supervisory Board were dealt with. Furthermore, KPMG attended all meetings of the Audit Committee.

In the periods between meetings, the Supervisory Board Chairman and the Audit Committee Chairman maintained regular contact with the Chief Executive Officer and the Chief Financial Officer, conferring on matters such as corporate strategy, business planning and development, the risk situation, the control and risk management as well as compliance. A key issue during the year under review was the impact of the coronavirus pandemic on the company and the measures taken to mitigate it. In addition, the Supervisory Board Chairman was informed about events of fundamental importance for evaluating the situation, development and management of the company, when necessary also at short notice. The Chairman of the Supervisory Board regularly reported during meetings on discussions with the Executive Board outside the Supervisory Board meetings.

The Supervisory Board also met regularly without the Executive Board members, in particular to discuss internal affairs of the Supervisory Board as well as personnel and compensation matters relating to the Executive Board.

Individual meeting participation of the Supervisory Board members

 

 

Number of meetings

 

Participation

 

Participation rate

 

 

 

 

 

 

 

Members of the Supervisory Board as at December 31, 2020

 

 

 

 

 

 

Thomas Rabe, Chairman of the Supervisory Board1

 

21

 

21

 

100%

Ian Gallienne, Deputy Chairman of the Supervisory Board1

 

16

 

15

 

94%

Udo Müller, Deputy Chairman of the Supervisory Board

 

19

 

19

 

100%

Petra Auerbacher

 

10

 

10

 

100%

Roswitha Hermann

 

10

 

8

 

80%

Herbert Kauffmann

 

15

 

15

 

100%

Christian Klein2

 

3

 

2

 

67%

Kathrin Menges

 

12

 

12

 

100%

Roland Nosko

 

19

 

19

 

100%

Beate Rohrig

 

10

 

10

 

100%

Nassef Sawiris

 

10

 

10

 

100%

Frank Scheiderer

 

15

 

15

 

100%

Michael Storl

 

10

 

10

 

100%

Bodo Uebber

 

15

 

15

 

100%

Jing Ulrich

 

10

 

10

 

100%

Günter Weigl

 

15

 

15

 

100%

 

 

 

 

 

 

 

Members of the Supervisory Board until the end of the Annual General Meeting on
August 11, 2020

 

 

 

 

 

 

Igor Landau, Chairman of the Supervisory Board

 

12

 

12

 

100%

1

Chairman or Deputy Chairman of the Supervisory Board from the end of the Annual General Meeting on August 11, 2020.

2

Member of the Supervisory Board from the end of the Annual General Meeting on August 11, 2020. Christian Klein was unable to attend one Supervisory Board meeting in the year under review due to an excused absence. Due to his shorter term of office in the year under review and the lower number of meetings (three meetings), this resulted in a relatively low attendance rate of 67%, which is not representative.

Tasks and topics for the entire Supervisory Board

In the year under review, there were ten meetings of the entire Supervisory Board (2019: eight meetings). One resolution was passed by way of a circular resolution.

The following subject areas were presented to us in detail by the Executive Board for regular discussion at Supervisory Board meetings: the development of sales and earnings, the employment situation as well as the financial position of the company and the business development of the company’s individual operations, brands, and markets. In addition, we focused on the serious impact of the ongoing coronavirus pandemic on the global economy and on the company. From the outset, our top priority was the health and safety of our employees, shareholders, consumers, and partners. In addition, we examined in detail the considerable decline in sales, profit and cash flow from operating activities as well as the associated liquidity management within the company. We also considered the rapidly accelerating top-line growth in our e-commerce channel. The Executive Board provided regular reports on the implementation of measures aimed at promoting diversity, equality, and inclusion at adidas. Finally, we discussed the annual and multi-year planning of the Executive Board. In particular, we examined the development of the new long-term strategy that will run from the 2021 to 2025 financial years. In our meetings, the Executive Board provided regular reports on the status of development and consulted extensively with the Supervisory Board.

In accordance with statutory regulations or the Rules of Procedure, certain transactions and measures by the Executive Board require the prior approval of the Supervisory Board. The Supervisory Board discussed transactions requiring approval as and when they arose and gave its approval to resolution items after detailed reviews, in some cases after preparation by the relevant committees. In addition, the Supervisory Board regularly discussed personnel and compensation matters with respect to the Executive Board as well as questions of corporate governance. See Compensation Report See Declaration on Corporate Governance

At the February meeting of the Supervisory Board, the Executive Board reported on the company’s situation and preliminary financial results for the 2019 financial year as well as the development process for the new strategy. Furthermore, we deliberated on major legal disputes involving adidas as well as business development at Reebok. We also examined the upcoming election of a shareholder representative to the Supervisory Board at the 2020 Annual General Meeting. In addition, we elected Bodo Uebber to the Audit Committee with effect from January 1, 2020, following the departure of Ian Gallienne as Audit Committee member on December 31, 2019. Other topics of discussion included Executive Board compensation and corporate governance. In particular, we addressed the independence of Supervisory Board members as well as the Declaration on Corporate Governance (Corporate Governance Report). In addition, having determined the degree of target achievement and having discussed in detail the individual performance of Executive Board members, we set the short- and long-term variable compensation to be paid to the Executive Board members for the 2019 financial year. We also determined the appropriateness of Executive Board compensation following an internal appropriateness test.

At the balance sheet meeting in March, the Executive Board reported on the financial results for the past financial year as well as on the audit of the 2019 annual financial statements and consolidated financial statements. Before the Supervisory Board passed the resolution, the auditor reported on the material results of the audit, including the results of the examination of the content of the non-financial statement commissioned by the Supervisory Board in accordance with § 111 section 2 sentence 4 of the German Stock Corporation Act (Aktiengesetz – AktG). After in-depth examination of the financial statements and on the basis of the independent auditor’s report and the Audit Committee report on the audit results, the Supervisory Board approved the annual financial statements and consolidated financial statements as well as the combined Management Report, including the non-financial statement for adidas AG and the adidas Group. The annual financial statements were thus adopted. In addition, the Executive Board explained the current business situation of the company, also in relation to the unforeseeable impact of the coronavirus pandemic. Another topic of discussion was the ongoing development of the long-term strategy. We also approved the merger of the non-operational adidas anticipation GmbH with adidas AG as a measure requiring approval. Furthermore, we approved the Supervisory Board Report to the Annual General Meeting as well as the proposed resolutions to be submitted to the 2020 Annual General Meeting, including the proposal on the appropriation of retained earnings for the 2019 financial year. The Supervisory Board later revoked the resolution on the Annual General Meeting after the Executive Board decided to postpone the 2020 Annual General Meeting from May to August in line with restrictions imposed by the competent German authorities and as a result of the ban on large in-person meetings. In addition, at the March meeting of the Supervisory Board, we determined the criteria and targets for the variable, performance-based compensation of Executive Board members for the 2020 financial year. Given the impact of the coronavirus pandemic on the company’s business situation and the importance of securing the company’s liquidity, we decided in March, in agreement with the Executive Board, to postpone the payment of the short- and long-term variable compensation for the 2019 financial year. In addition, the Executive Board members agreed to waive the payment of 50% of their contractually agreed fixed salary for an indefinite period.

In April, there were two meetings of the Supervisory Board. Both meetings focused on mitigation of the coronavirus pandemic as well as on liquidity management and the company’s financial strategy. Within this framework, we approved a syndicated loan facility for adidas AG from a consortium of banks with participation from KfW. As a liquidity management measure, the Executive Board members waived their annually granted short- and long-term bonuses for the 2020 financial year. In addition, the Executive Board presented the Q1 2020 results and reported on the progress of the digital transformation at adidas.

A further two meetings of the Supervisory Board were held in June. The first of these, at the beginning of the month, focused on the current business situation and, in particular, the impact of the coronavirus pandemic on the operating business and the measures taken to mitigate it. In light of the ongoing coronavirus pandemic, the Supervisory Board members also agreed to donate 30% of their annual compensation in the year under review to SOS Children’s Villages and other good causes. In addition, we passed a new resolution on the invitation and agenda for the virtual 2020 Annual General Meeting. The Supervisory Board approved the proposed resolutions to be submitted to the Annual General Meeting of adidas AG on August 11, 2020, including the proposal on the appropriation of retained earnings for the 2019 financial year. At the second of the June meetings, the Supervisory Board approved the termination by mutual agreement of the appointment of Karen Parkin as a member of the Executive Board of adidas AG with effect from June 30, 2020. Furthermore, the termination agreement with respect to Karen Parkin’s Executive Board service contract was approved.

The August meeting focused on the Q2 and half-year results for 2020 as well as the financial strategy of adidas AG. With regard to the financial strategy, the Supervisory Board authorized the Executive Board to issue non-share-based bonds and conclude a syndicated revolving loan facility. In addition, we deliberated extensively and in detail on the issues of diversity and inclusion within adidas as well as the development of the new strategy. We also addressed key initiatives in the area of sustainability and agreed to commission KPMG to examine the content of the non-financial statement with limited assurance. In connection with the election of the new Supervisory Board member by the Annual General Meeting on August 11, 2020, we also addressed the composition of the Supervisory Board and its committees. Other topics covered at the meeting included personnel and compensation matters of the Executive Board. After extensive consultation, the Supervisory Board reappointed CEO Kasper Rorsted as a member of the Executive Board of adidas AG for a further five years. In addition, the Supervisory Board confirmed its approval of Brian Grevy’s external board of directors mandate at Pitzner Gruppen Holding A/S. We also conducted a horizontal comparison of Executive Board compensation and determined that the compensation provided was appropriate. As the company’s liquidity improved, we decided to pay the Executive Board members the fixed compensation that had been deferred since April 2020 and to resume payment of the monthly fixed salary at the contractually agreed amount.

At the September meeting of the Supervisory Board, we discussed succession planning for the Executive Board function Global Human Resources and, after extensive consultation, appointed Amanda Rajkumar as a member of the Executive Board of adidas AG from January 2021. We also approved the Executive Board service contract to be concluded with Amanda Rajkumar.

At the meeting in October, we discussed the preliminary Q3 2020 results and the development process for the new strategy. The Executive Board reported on the financing arrangements, in particular the bonds issued. In addition, we discussed the digital strategy as well as ongoing developments and progress made in our e-commerce channel. The Executive Board then outlined the latest developments in diversity and inclusion at adidas. Furthermore, we approved the potential assumption of Kasper Rorsted’s external supervisory board mandate at Siemens AG. We also examined the competency profile for the Supervisory Board, including targets for its composition, and discussed the results of our self-assessment (efficiency examination). Based on these results, we derived selective measures to improve the organization of the Supervisory Board’s work. In general, the self-assessment results confirmed the high effectiveness of the work of the Supervisory Board and its committees.

The December meeting focused on the budget and investment planning presented by the Executive Board for the 2021 financial year, which we approved after detailed consultation, as well as the marketing and sponsorship agreements concluded in the year under review. Together with the Executive Board, we discussed in depth the new strategy planned for the 2021 financial year onwards. In addition, following corresponding preparation by the General Committee, we discussed the new compensation system for members of the Executive Board and Supervisory Board, and reviewed and revised the Rules of Procedure of the Supervisory Board and Audit Committee in light of legal changes and the requirements of the Code. In this context, it was also decided to maintain the deductible of at least 10% of the claim in connection with the insurance of Supervisory Board members against risks arising from their professional activities (D&O insurance). Furthermore, we discussed the assessment of the independence of the Supervisory Board members and the Declaration of Compliance with the Code. Finally, we approved Harm Ohlmeyer’s honorary executive board mandate at the WHU Foundation.

Tasks and topics for the committees

In order to perform our tasks in an efficient manner, we have established a total of five standing Supervisory Board committees. The committees prepare resolutions and topics for the meetings of the entire Supervisory Board. Within the legally permissible framework and in appropriate cases, we have furthermore delegated the Supervisory Board’s authority to pass certain resolutions to individual committees. With the exception of the Audit Committee, the Supervisory Board Chairman also chairs all the standing committees. The respective committee chairmen report to the Supervisory Board on their work as well as the content and results of the committee meetings on a regular and comprehensive basis.

The Steering Committee did not meet in the year under review.

The General Committee held nine meetings during the year under review (2019: six meetings). One resolution was passed by way of a circular resolution. The main task of the General Committee was to prepare resolutions for the entire Supervisory Board on personnel and compensation matters of the Executive Board. In particular, it provided comprehensive advice on the departure of Karen Parkin, the appointment of Amanda Rajkumar, and the reappointment of Kasper Rorsted. The General Committee also dealt with the assumption of company-external mandates by Executive Board members. Regarding Executive Board compensation, the General Committee drafted proposals for resolutions on short- and long-term variable performance-based compensation (targets, target achievement, and amount), and pre-examined the appropriateness of the Executive Board compensation. Furthermore, the General Committee dealt intensively with the development of the new compensation system and long-term succession planning for the Executive Board as well as with the changed requirements of the German Stock Corporation Act and the Code in regard to corporate governance.

The Audit Committee held five meetings in the year under review (2019: five meetings). The Chief Financial Officer and the auditor were present at all meetings and reported to the committee members in detail.

In addition to the monitoring of the accounting process, the committee’s work also focused on the audit of the annual financial statements and the consolidated financial statements for 2019, including the combined Management Report and the non-financial statement of adidas AG and the Group, as well as the Executive Board’s proposal regarding the appropriation of retained earnings. Following an in-depth review of the audit reports with the auditor, the Audit Committee decided to recommend that the Supervisory Board approve the 2019 annual financial statements and consolidated financial statements. In addition, the Audit Committee prepared the audit of the non-financial statement and resolved to recommend that the Supervisory Board commission KPMG with the examination of the content of the non-financial statement with limited assurance pursuant to § 111 section 2 sentence 4 AktG. Following in-depth discussions, the Audit Committee also made a recommendation to the Supervisory Board regarding the proposal to the 2020 Annual General Meeting for the appointment of the auditor. The Audit Committee declared to the Supervisory Board that the recommendation was free from undue influence by a third party and that no clause of the kind referred to in Article 16 section 6 of the EU Regulation No. 537/2014 of the European Parliament and of the Council of April 16, 2014 on specific requirements regarding the statutory audit of public-interest entities was imposed upon it.

In the year under review, the Audit Committee dealt intensively with the continued development and monitoring of the effectiveness of the risk management system, the internal audit system, the internal control system, and the compliance management system. Other matters discussed in detail were the assignment of the audit mandate to the auditor appointed by the Annual General Meeting and the determination of the audit fees and key audit matters. The Audit Committee also monitored the independence and qualification of the auditor as well as the quality of the audit. Finally, the Audit Committee discussed the quarterly financial results and the half-year financial report. In the year under review, the Audit Committee was also heavily occupied with the impending external rotation of the auditor in 2023 and defined the key parameters regarding the tendering process. In addition, the Audit Committee dealt extensively with the audit plan and risk management report. At each committee meeting, the Audit Committee was also informed about the findings and developments of internal audit as well as in the area of compliance.

Furthermore, in the meetings of the Audit Committee topics such as data protection and information security, contract management, and the bank account management system at adidas were discussed. Finally, the Audit Committee discussed the company’s internal guidelines for monitoring compliance with the regulations governing transactions with related companies and persons as well as the new EU Taxonomy Regulation.

The Nomination Committee held two meetings in the year under review (2019: two meetings). In particular, it prepared the proposals of the Supervisory Board to the 2020 and 2021 Annual General Meeting regarding the election of shareholder representatives. Drawing on the Supervisory Board’s own competency profile for members of the Supervisory Board, the Nomination Committee created a requirements profile that it then used to assess the suitability of candidates. The Nomination Committee also advised on the suitability and independence of candidates in relation to the regulatory requirements.

The Mediation Committee to be established in accordance with the German Co-Determination Act (Mitbestimmungsgesetz — MitbestG) did not have to be convened in the year under review.

Election and composition of the Supervisory Board

Igor Landau, a long-serving member and Chairman of the Supervisory Board, was elected as a shareholder representative at the Annual General Meeting on May 9, 2019 until the end of the 2020 Annual General Meeting. With Igor Landau’s term of office set to expire, the Supervisory Board proposed a new candidate for election to the 2020 Annual General Meeting following detailed consultation and preparation by the Nomination Committee. The 2020 Annual General Meeting approved the Supervisory Board’s proposal by a large majority and elected Christian Klein as a new member of the Supervisory Board from the end of the Annual General Meeting of adidas AG on August 11, 2020 until the end of the Annual General Meeting that ratifies the actions of the Supervisory Board for the 2023 financial year. See Supervisory Board

With the expiry of Igor Landau’s term of office, it was necessary to amend the composition and memberships of the committees. With effect from the end of the 2020 Annual General Meeting, the Supervisory Board elected Thomas Rabe as Chairman of the Supervisory Board and Ian Gallienne as additional Deputy Chairman. The shareholder representatives on the Supervisory Board elected Ian Gallienne as the new member of the Nomination Committee and Mediation Committee.

Herbert Kauffmann, the long-serving Chairman of the Audit Committee of adidas AG, was elected as a shareholder representative at the Annual General Meeting on May 9, 2019 until the end of the 2021 Annual General Meeting. To ensure a smooth handover of the chairmanship of the Audit Committee, Bodo Uebber, who was appointed to the Audit Committee at the beginning of the year under review, was elected Chairman of the Audit Committee with effect from the end of the 2020 Annual General Meeting.

With Herbert Kauffmann’s term of office set to expire, the Supervisory Board will propose a new candidate for election as shareholder representative on the Supervisory Board to the 2021 Annual General Meeting. Prior to the Supervisory Board submitting a proposal, a diligent selection process for suitable candidates takes place. The selection criteria for candidates are determined using a pre-defined requirements profile and are based on the objectives set by the Supervisory Board for the composition of the Supervisory Board, taking into account the competency profile, legal requirements, and applicable recommendations of the Code.

The members of the Supervisory Board are individually responsible for undertaking any necessary training and further education measures required for their tasks. To assist them in their role, the company offered Supervisory Board members who joined the Supervisory Board during the year under review or who assumed new responsibilities within the Supervisory Board an introduction to the work of the Supervisory Board and/or to new areas of responsibility within adidas AG. Furthermore, the company regularly informs the Supervisory Board about current legislative changes as well as opportunities for external training, and provides the Supervisory Board with relevant specialist literature.

Changes to the Executive Board

In September 2020, the Supervisory Board appointed Amanda Rajkumar as a new member of the Executive Board with responsibility for Global Human Resources, effective January 2021. Amanda Rajkumar succeeds Karen Parkin, who left the Executive Board on June 30, 2020. In addition, we extended the mandate of CEO Kasper Rorsted by a further five years until 2026. See Executive Board

Corporate Governance

The Supervisory Board regularly monitors the application and further development of the corporate governance regulations within the company, in particular the implementation of the recommendations of the Code. The General Committee and the entire Supervisory Board discussed in their meetings the changed requirements of the German Stock Corporation Act and the Code in regard to corporate governance. Further detailed information on corporate governance within the company can be found in the Declaration on Corporate Governance. See Declaration on Corporate Governance

Following an in-depth discussion, the current Declaration of Compliance pursuant to § 161 AktG was resolved upon by the Executive Board and Supervisory Board of adidas AG in December 2020 and was made permanently available on our website. adidas-group.com/s/corporate-governance

In the year under review, there were no conflicts of interest among the members of either the Supervisory Board or the Executive Board.

Examination of the annual financial statements and consolidated financial statements

The 2020 Annual General Meeting elected KPMG as auditor and Group auditor for the 2020 financial year as proposed by the Supervisory Board and recommended by the Audit Committee. Prior to this, KPMG had confirmed to both the Supervisory Board and Audit Committee that there are no circumstances which could prejudice its independence as auditor or which could cast doubt on KPMG’s independence. In this respect, KPMG also declared to which extent non-audit services were rendered for the company in the previous financial year or are contractually agreed upon for the following year.

KPMG audited the 2020 consolidated financial statements prepared by the Executive Board in accordance with § 315e of the German Commercial Code (Handelsgesetzbuch – HGB) in compliance with the International Financial Reporting Standards (IFRS), as they are to be applied in the European Union, and issued an unqualified opinion thereon. This also applies to the 2020 annual financial statements of adidas AG, prepared in accordance with the requirements of the German Commercial Code, and the combined Management Report of adidas AG and the adidas Group. Furthermore, at the request of the Supervisory Board, KPMG audited the non-financial statement. The financial statements, the proposal on the appropriation of retained earnings and the auditor’s reports were distributed by the Executive Board to all Supervisory Board members in a timely manner.

The financial statements were examined in depth, with a particular focus on legality and regularity, in the presence of the auditor at the Audit Committee meeting held on March 8, 2021 and at the balance sheet meeting of the Supervisory Board on March 9, 2021, during which the Executive Board explained the financial statements in detail. At both meetings, the auditor reported on the material results of the audit, inter alia with regard to the focus points agreed and the key audit matters and was available for questions and the provision of additional information. The auditor did not report any significant weaknesses with respect to the internal control and risk management system relating to the accounting process. Prior to the passing of the resolution, the auditor reported on the results of the examination of the non-financial statement as commissioned by the Supervisory Board in accordance with § 111 section 2 sentence 4 AktG. In addition, the Supervisory Board discussed in depth and approved the Executive Board’s proposal concerning the appropriation of retained earnings for the 2020 financial year.

Based on our own audits of the annual and consolidated financial statements (including the non-financial statement), we came to the conclusion that there are no objections to be raised. Following the recommendation of the Audit Committee, the Supervisory Board therefore approved the audit results and the financial statements prepared by the Executive Board, including the non-financial statement for the 2020 financial year. The annual financial statements were thus adopted. The annual financial statements are signed by the auditors Haiko Schmidt as the responsible audit partner since the 2017 financial year and Prof. Dr. Kai Andrejewski since the 2019 financial year.

KPMG has been acting as auditor and Group auditor for adidas AG since the 1995 financial year. On the basis of the transitional periods of Article 41 Regulation (EU) No. 537/2014, KPMG may not be reappointed as auditor after June 17, 2023. For this reason, an external rotation shall be conducted for the audit of the adidas AG financial statements for the 2023 financial year. Drawing on recommendations from the Audit Committee, the Supervisory Board will submit to the 2023 Annual General Meeting its proposal for a new auditor to audit the annual and consolidated financial statements of adidas AG as well as a possible review of the half-year financial report following a selection process that takes into account the criteria of Article 16 section 3 of the EU Auditors’ Regulation. The Audit Committee discussed in detail the key data and criteria of the selection process in accordance with the requirements of Article 16 section 3 of the EU Audit Regulation and decided to conduct the tendering and selection process for the new auditor during the 2021 financial year.

Expression of thanks

On behalf of the entire Supervisory Board, I would like to thank Igor Landau, long-serving member and Chairman of the Supervisory Board who departed during the year under review, for his enormous commitment to the company and exceptional achievements in office. Furthermore, I wish to thank the current Executive Board, the departed Executive Board member Karen Parkin as well as all employees around the world for their great personal dedication and their ongoing commitment in these challenging times. I would also like to express my thanks for the enduring trust and cooperation between the employee and shareholder representatives on the Supervisory Board.

For the Supervisory Board

Signature Thomas Rabe (Photo)

THOMAS RABE
CHAIRMAN OF THE SUPERVISORY BOARD

March 2021

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