Declaration on Corporate Governace
Corporate Governance stands for responsible and transparent management and corporate control oriented toward a sustainable increase in value. We are convinced that good corporate governance is an essential foundation for sustainable corporate success and enhances the confidence placed in our company by our shareholders, business partners, and employees, as well as the financial markets.
DECLARATION OF THE ADIDAS AG EXECUTIVE BOARD AND SUPERVISORY BOARD ON THE GERMAN CORPORATE GOVERNANCE CODE PURSUANT TO § 161 GERMAN STOCK CORPORATION ACT (AKTIENGESETZ – AKTG)
In December 2020, the adidas AG Executive Board and Supervisory Board issued the last Declaration of Compliance with the German Corporate Governance Code in the versions as of February 7, 2017, and December 16, 2019, pursuant to § 161 AktG. The following declaration solely refers to the recommendations of the ‘Government Commission on the German Corporate Governance Code’ in the version as of December 16, 2019, as published in the Federal Gazette on May 20, 2020 (‘Code’).
The adidas AG Executive Board and Supervisory Board declare that since the last Declaration of Compliance, the recommendations of the Code have been and are met with the following exceptions:
Recommendation C.5 Alternative 1
One member of the Supervisory Board, Ian Gallienne, holds more than three mandates in supervisory bodies of non-Group companies which are listed at a stock exchange or have similar requirements. Ian Gallienne is Chief Executive Officer of Groupe Bruxelles Lambert (‘GBL’). GBL is a holding company that is regularly represented in the supervisory bodies of portfolio companies as an institutional investor, inter alia, by its Chief Executive Officer. All companies (apart from adidas AG) in which Ian Gallienne is a member of the supervisory body are portfolio companies or subsidiaries of GBL or are under joint control of GBL and therefore belong to the same group of companies. They have to be attributed to his main occupation as Chief Executive Officer of GBL.
We are of the opinion that in accordance with its rationale, recommendation C.5 alternative 1 is thus not applicable to Ian Gallienne. For precautionary reasons, however, a deviation is declared. The Supervisory Board has also assured itself that Ian Gallienne has sufficient time to duly perform his duties as a member of the Supervisory Board of adidas AG.
Recommendation C.5 Alternative 2
The Chairman of the Supervisory Board, Thomas Rabe, also is Chief Executive Officer of the listed company RTL Group S.A., Luxembourg. In this respect, the company deviates from recommendation C.5 alternative 2. However, the Supervisory Board is convinced that the mandate of Thomas Rabe at RTL Group S.A. does not affect the due performance of his duties as Chairman of the Supervisory Board. In particular, the Supervisory Board has assured itself that Thomas Rabe has sufficient time to perform his duties.
Herzogenaurach, December 2021
For the Executive Board
KASPER RORSTED
Chief Executive Officer
For the Supervisory Board
THOMAS RABE
Chairman of the Supervisory Board
The aforementioned Declaration of Compliance has been published on and can be downloaded from our website. -group.com/s/corporate-governance
DUAL BOARD SYSTEM
As a globally operating public listed company with its registered seat in Herzogenaurach, Germany, adidas AG is subject to, inter alia, the provisions of German stock corporation law. A dual board system, which assigns the management of the company to the Executive Board and advice and monitoring of the Executive Board to the Supervisory Board, is one of the fundamental principles of German stock corporation law. These two boards are strictly separated both in terms of members and competencies. However, both boards cooperate closely in the interest of the company.
COMPOSITION AND WORKING METHODS OF THE EXECUTIVE BOARD
The composition of our Executive Board, which consists of six members, reflects the international structure of our company. The Executive Board is responsible for independently managing the company with the aim of sustainable value creation in the interests of the company, determining the Group’s strategic orientation, agreeing the strategy with the Supervisory Board, and ensuring its implementation. Further, it defines business targets, company policy, and the organization of the Group. The Executive Board is in charge of preparing the quarterly statements, the half-year report, and the annual financial statements and consolidated financial statements, as well as the combined Management Report of adidas AG and the Group. Moreover, it prepares a combined non-financial statement for the company and the Group. Additionally, the Executive Board ensures responsible management of business resources as well as compliance with and observance of statutory regulations and internal guidelines by the Group entities. In addition to a compliance management system based on transparent principles, the Executive Board is responsible for implementing an internal control and risk management system that is suitable, appropriate, and effective with regard to the scope of business activities and the company’s risk situation. The Executive Board also provides employees with the opportunity to report, in an appropriate and protected manner, suspected breaches of the law within the company. It is bound to the company’s interest and obligated to strive for a sustained increase in company value.
Notwithstanding the Executive Board’s joint responsibility for managing the company, the Executive Board members are individually responsible for managing their respective operations in accordance with the Business Allocation Plan for the Executive Board. There are no Executive Board committees. The Chief Executive Officer represents the Executive Board and the company, and is responsible for lead management and development of the company, including cooperation with the Supervisory Board and coordination and monitoring of the Executive Board functions, operations, brands, and markets. The Executive Board members continuously report to the CEO and to each other about all significant developments in their respective business divisions and coordinate with each other on all cross-functional measures. Collaboration within the Executive Board is further governed by the Rules of Procedure of the Executive Board and the Business Allocation Plan. These documents specifically stipulate requirements for meetings and resolutions as well as for cooperation with the Supervisory Board.
The Executive Board and Supervisory Board cooperate closely and trustfully for the benefit of the company. The Executive Board reports to the Supervisory Board regularly, extensively, and in a timely manner on all matters relevant to the company’s strategy, planning, business development, financial position, and compliance, as well as on material business risks. Fundamental questions related to the corporate strategy and its implementation are thoroughly discussed and agreed with the Supervisory Board.
The Executive Board is appointed by the Supervisory Board. The Supervisory Board is committed to promoting a culture of diversity and inclusion at adidas. Diversity is understood in the broadest sense, including age, gender, cultural origin, nationality, educational background, professional qualifications, and experience. Greater diversity on the Executive Board will help secure the long-term success of adidas by taking diverse perspectives into account. For this reason, the Supervisory Board has adopted a diversity concept. In addition, an age limit of 65 years applies for Executive Board members.
The General Committee of the Supervisory Board already accounts for diversity when selecting candidates for Executive Board positions. Every decision by the Supervisory Board on the composition of the Executive Board is made in the best interests of the company and with due consideration of all circumstances in each individual case. In the opinion of the Supervisory Board, the current composition of the Executive Board meets the diversity concept outlined above.
No member of the Executive Board has accepted a Supervisory Board chair or more than two Supervisory Board mandates in non-group listed companies or in supervisory bodies of non-group companies with comparable requirements. Executive Board
COMPOSITION AND WORKING METHODS OF THE SUPERVISORY BOARD
Our Supervisory Board consists of 16 members. It comprises eight shareholder representatives and eight employee representatives in accordance with the German Co-Determination Act (Mitbestimmungsgesetz – MitbestG). The shareholder representatives are elected by the shareholders at the Annual General Meeting and the employee representatives by the employees. Supervisory Board
The last regular elections to the Supervisory Board were held in the 2019 financial year. In the 2020 financial year, Christian Klein was appointed as successor to Igor Landau in a by-election. This by-election became necessary as the term of office of Igor Landau, the former Chairman of the Supervisory Board, expired with the end of the 2020 Annual General Meeting. The departure of Igor Landau also necessitated a new Chairman of the Supervisory Board. The Supervisory Board elected Thomas Rabe to this role with effect from the end of the 2020 Annual General Meeting. In addition, Jackie Joyner-Kersee was elected to the Supervisory Board as a new shareholder representative in the 2021 financial year. She replaces Herbert Kauffmann, whose 12-year term as Supervisory Board member expired with the end of the 2021 Annual General Meeting in accordance with the recommendations of the Code regarding independence. Eventually, Roswitha Hermann resigned from the Supervisory Board as employee representative with effect from December 31, 2021, and Bastian Knobloch was appointed by court to succeed her. The terms of office of the current members of the Supervisory Board expire at the end of the 2024 Annual General Meeting.
In order to increase the efficiency of its work and to deal with complex topics, the Supervisory Board has formed five permanent committees from within its members, which, inter alia, prepare its resolutions and, in certain cases, pass resolutions on its behalf. At present, these committees are as follows:
Committee |
|
Members |
---|---|---|
Steering Committee |
|
Thomas Rabe (Chairman) |
General Committee |
|
Thomas Rabe (Chairman) |
Audit Committee |
|
Bodo Uebber (Chairman) |
Nomination Committee |
|
Thomas Rabe (Chairman) |
Mediation Committee |
|
Thomas Rabe (Chairman) |
The tasks, responsibilities, and work processes of the committees are in line with the requirements of the AktG and the Code. The Chairmen of the committees report to the Supervisory Board on the results of the committee work on a regular basis.
In the 2021 financial year, the Supervisory Board aligned the Rules of Procedure of both the Supervisory Board and the Audit Committee with the requirements of the new Financial Market Integrity Strengthening Act (Gesetz zur Stärkung der Finanzmarktintegrität – FISG). This ensures that every member of the Audit Committee can obtain information through the Chairman of the Audit Committee, Bodo Uebber, directly from the heads of those corporate departments of the company which are responsible within the company for the tasks relating to the Audit Committee pursuant to § 107 section 3 sentence 2 AktG. The Chairman of the Audit Committee has to communicate any information obtained to all members of the Audit Committee. If information is obtained in this way, the Executive Board shall be informed thereof without delay.
Further information on the committees can be found on the company’s website. -group.com/s/supervisory-board-committees
OBJECTIVES FOR THE COMPOSITION OF THE SUPERVISORY BOARD
In August 2021, the Supervisory Board reviewed the objectives for its composition (including the competency profile for the entire Supervisory Board), taking into account the recommendations of the Code and aligned them with the requirements of the new Financial Market Integrity Strengthening Act. These objectives are published on our website. According to these objectives, the Supervisory Board should be composed in such a way that qualified monitoring of and advice to the Executive Board are ensured. Its members as a whole are expected to have the knowledge, skills, and professional experience required to properly perform the tasks of a supervisory board in a capital market-oriented international company in the sporting goods industry. To this end, it is ensured that the Supervisory Board as a whole possesses the competencies considered essential in view of adidas’ activities. This includes, in particular, in-depth knowledge and experience in the sporting goods and sports- and leisurewear industry, in the business of fast-moving consumer-oriented goods and in the areas of digital transformation and information technology (including IT security), production, marketing, and sales, in particular in the e-commerce and retail sector. Moreover, the Supervisory Board is expected to possess knowledge and experience in the markets relevant to adidas, in particular the Asian and US markets, and in the management of a large international company. Furthermore, the Supervisory Board as a whole should possess knowledge and experience in the areas of business strategy development and implementation, human resources planning and management, accounting and financial reporting, controlling/risk management, governance/compliance, corporate social responsibility, and sustainability. At least one member of the Supervisory Board must have expertise in the field of accounting, and at least one further member of the Supervisory Board must have expertise in the field of auditing. All Supervisory Board members are expected to be familiar with the sporting goods industry. -group.com/s/bodies
Regarding the independence of its members, the Supervisory Board considers the following provisions to be appropriate: More than half of the Supervisory Board members should be independent within the meaning of the Code, whereby it is assumed that the independence of employee representatives is not impaired either by their role as employee representatives or their status as adidas employees. If we consider shareholder representatives and employee representatives separately, more than half of the Supervisory Board members in each of these groups should be independent. From the company’s view and following the regulations of the German Corporate Governance Code, Supervisory Board members are to be considered independent if they have no personal or business relationship with the company or its Executive Board that may cause a substantial, and not merely temporary, conflict of interest.
More than two-thirds of the shareholder representatives should be free of any potential conflicts of interest. This applies in particular to potential conflicts of interest that may arise as a result of an advisory or board role among customers, suppliers, lenders, or other third parties. As a rule, members of the Supervisory Board should not have a board-level or advisory role with any key competitor and should not have a personal relationship with any key competitor.
Furthermore, the Supervisory Board is committed to a diverse composition in terms of age, gender, cultural origin, nationality, educational background, professional qualifications, and experience. An adequate number of the shareholder representatives should have long-standing international experience. In addition, each Supervisory Board member must ensure that they have sufficient time to properly perform the tasks associated with the mandate. In general, the age limit for the Supervisory Board should be 72 years at the time of their appointment. As a rule, the length of membership in the Supervisory Board should not exceed 15 years or three terms of office.
In the Supervisory Board’s assessment, the Supervisory Board as a whole in its current composition fulfills the objectives stated and the competency profile. With Bodo Uebber, Chairman of the Audit Committee, and Thomas Rabe, Chairman of the Supervisory Board, at least two members of the Supervisory Board have proven expertise in the fields of accounting or auditing. In the opinion of the Supervisory Board, all shareholder representatives qualified as independent in the year under review.
The names of the independent shareholder representatives are set out in the overview of all Supervisory Board members in this Annual Report. Supervisory Board
The Supervisory Board’s election proposals to the Annual General Meeting are always prepared by the Nomination Committee. They take into account the objectives regarding the Supervisory Board’s composition resolved upon by the Supervisory Board and are aimed at fulfilling the competency profile developed by the Supervisory Board for the Board as a whole. The Supervisory Board pays attention to a balanced composition to ensure that the required know-how is represented on as broad of a scale as possible. Moreover, the Supervisory Board ascertains that each proposed candidate has sufficient time to perform their mandates.
TASKS OF THE SUPERVISORY BOARD
The Supervisory Board monitors and advises the Executive Board on questions relating to the management of the company. The Executive Board regularly, expeditiously, and comprehensively reports on business development and planning as well as on the company’s risk situation including compliance and coordinates the strategy of the company and its implementation with the Supervisory Board. The Supervisory Board examines and approves the annual financial statements and consolidated financial statements as well as the combined Management Report of adidas AG and the Group, taking into consideration the auditor’s reports, and resolves upon the proposal of the Executive Board on the appropriation of retained earnings. Additionally, it resolves on the Supervisory Board’s resolution proposals to be presented to the Annual General Meeting. Moreover, the Supervisory Board examines the combined non-financial statement for the company and the Group and/or any separate non-financial reports. Certain business transactions and measures of the Executive Board with fundamental significance are subject to prior approval by the Supervisory Board or by a Supervisory Board committee. The respective details are set out in § 9 of the Rules of Procedure of the Supervisory Board of adidas AG. Furthermore, the requirement of prior Supervisory Board approval is stipulated in some resolutions by the Annual General Meeting.
The Supervisory Board is also responsible for the appointment and dismissal of the Executive Board members, as well as for the allocation of their areas of responsibility. The respective proposals are prepared by the General Committee. When appointing new Executive Board members, the Supervisory Board provides for the best possible, diverse and mutually complementary Executive Board composition for the company and, together with the Executive Board, ensures long-term succession planning. The Supervisory Board takes a structural approach in its succession planning for the Executive Board. This is based on multiple planning horizons. Accordingly, the company has established a number of management groups (Core Leadership Group [CLG], Extended Leadership Group [ELG], and High Potentials). This ensures a sustainable approach to identifying and evaluating successor candidates for Executive Board positions, while also accommodating the company’s diversity concept. The Supervisory Board discusses succession planning on a regular basis.
Furthermore, the Supervisory Board determines the Executive Board compensation system, regularly examines it, and decides on the individual overall compensation of each Executive Board member. The Supervisory Board, together with the Executive Board, annualy prepares a clear and comprehensible report on the compensation granted and due in the previous financial year in accordance with § 162 AktG. Further information on Executive Board compensation, the current compensation system, the compensation report, and the auditor’s report in accordance with § 162 AktG can be found on the company’s website. -group.com/s/compensation
FURTHER INFORMATION ON CORPORATE GOVERNANCE
More information on topics covered in this report can be found on our website, including:
- Articles of Association
- Rules of Procedure of the Executive Board
- Rules of Procedure of the Supervisory Board
- Rules of Procedure of the Audit Committee
- Supervisory Board committees (composition and tasks)
- CVs of Executive Board members and Supervisory Board members
- Objectives of the Supervisory Board regarding its composition (including competency profile for the full Supervisory Board)
Apart from the individual skills of the members, the Rules of Procedure of the Supervisory Board and of the Audit Committee also set out the tasks and responsibilities as well as the procedure for meetings and passing resolutions. These Rules of Procedure are available on our website. The Supervisory Board Report provides information on the activities of the Supervisory Board and its committees in the year under review. Supervisory Board REPORT
The members of the Supervisory Board are individually responsible for undertaking any necessary training and professional development measures required for their tasks and are supported by adidas AG in this regard. The company informs the Supervisory Board regularly about current legislative changes as well as opportunities for external training, and provides the Supervisory Board with relevant specialist literature. In this regard, the Supervisory Board has also examined in detail the latest developments in corporate governance, including, in particular, the requirements of the new Financial Market Integrity Strengthening Act.
In addition, the Supervisory Board as well as the Audit Committee, General Committee, and Nomination Committee regularly review the efficiency of their work. After an external review was conducted in 2018 already, the Supervisory Board and the aforementioned committees again conducted an internal self-assessment review in 2020. They found the work of the Supervisory Board as a whole and of the individual committees to be efficient and agreed specific measures aimed at improving the organization of the Supervisory Board’s work. In December 2021, the members of the Supervisory Board evaluated the implementation status of measures aimed at improving the efficiency of the Supervisory Board’s work and found that these measures had been successfully implemented. In 2022, the Supervisory Board will again conduct an efficiency review.
The compensation of the Supervisory Board members is set out in the Compensation Report. REPORT
COMMITMENT TO THE PROMOTION OF EQUAL PARTICIPATION OF WOMEN AND MEN IN LEADERSHIP POSITIONS
When filling leadership positions in the company, the Executive Board takes diversity into account and aims for the appropriate participation of women in particular. The Supervisory Board is also confident that an increase in the number of women in leadership positions within the company is necessary to ensure that, in the future, a larger number of suitable female candidates are available for Executive Board positions. The Executive Board and Supervisory Board therefore recognize the enormous importance of the company’s initiatives to foster diversity and inclusion and to promote women to leadership positions. Our People
In August 2017, the Supervisory Board set a target for female representation on the Executive Board of 1/7 (14.29%), with a deadline of June 30, 2022. That target is already met as a result of Amanda Rajkumar joining the Executive Board. This appointment also fulfills § 76 section 3a AktG introduced with the Second Leadership Positions Act (Führungspositionengesetz – FüPoG II), which requires that at least one woman and at least one man be appointed as members of the Executive Board.
In addition, the Executive Board has set targets and deadlines for female representation in the first two management levels of adidas AG. The targets are 24.2% for the first management level below the Executive Board and 30% for the second management level. Both targets were met before the deadline of December 31, 2021:
On the first management level below the Executive Board, the proportion of women by the deadline of December 31, 2021, was 38%. Thus, the target figure was significantly exceeded even despite the special circumstances and challenges posed by the coronavirus pandemic.
On the second management level below the Executive Board, female representation amounted to 31% by the deadline of December 31, 2021. The target was thus also exceeded. The proportion of women in leadership positions worldwide on the balance sheet date was 37%. Thus, the target of 35.5% was again clearly exceeded.
The Executive Board has once again determined target figures and implementation deadlines for the percentage of female representation on the first and second management levels below the Executive Board. These target figures are as follows:
The target figure for the first management level below the Executive Board is 39% and 31% for the second management level below the Executive Board. The implementation period for both targets expires on December 31, 2023.
In accordance with § 96 section 2 sentence 1 AktG, at least 30% of the members of the Supervisory Board must be female and at least 30% must be male. As the Supervisory Board had not objected to an overall fulfillment of the aforementioned quota pursuant to § 96 section 2 sentence 3 AktG, the minimum quota must be fulfilled by the Supervisory Board overall, with the numbers of male and female members rounded up or down to full numbers (§ 96 section 2 sentences 2 and 4 AktG). Thus, the Supervisory Board of adidas AG must be composed of at least five women and five men. These minimum quotas were achieved. As at December 31, 2021, six of the company’s 16 Supervisory Board mandates were held by women.
Within the framework of the new employee strategy launched in 2021, the company will continue to intensify its efforts for Diversity, Equity, and Inclusion in order to remain an attractive employer in the future. There will be a particular focus on a long-term approach to equity in leadership positions – both through hiring and through appropriate succession planning. Our People
AVOIDING CONFLICTS OF INTEREST
The members of the Executive Board and Supervisory Board are obligated to disclose any conflicts of interest to the Supervisory Board without delay. Substantial transactions between the company and members of the Executive Board or related parties of the Executive Board require Supervisory Board approval. Contracts between the company and members of the Supervisory Board also require Supervisory Board approval. The Supervisory Board reports any conflicts of interest, as well as the handling thereof, to the Annual General Meeting. In the year under review, the members of the Executive Board and the members of the Supervisory Board did not face any conflicts of interest. In connection with the election of Jackie Joyner-Kersee as a member of the Supervisory Board by the Annual General Meeting on May 12, 2021, the Supervisory Board approved the continuation of the adidas brand ambassador agreement with Jackie Joyner-Kersee until June 30, 2023. The Supervisory Board is of the opinion that this does not constitute a conflict of interest. In particular, the brand ambassador agreement does not represent a material business relationship for either adidas or Jackie Joyner-Kersee. The resolution was passed unanimously and without the participation of Jackie Joyner-Kersee. Supervisory Board REPORT
SHARE TRANSACTIONS CONDUCTED BY THE EXECUTIVE BOARD AND SUPERVISORY BOARD
An overview of the transactions of the Executive Board and the Supervisory Board pursuant to Article 19 of the Regulation (EU) No 596/2014 (Market Abuse Regulation) notified to adidas AG in 2021 is published on our website. -group.com/s/managers-transactions
RELEVANT MANAGEMENT PRACTICES
Our business activities are aligned with the legal systems of the various countries and markets in which we operate. We are also aware of our considerable social and environmental responsibility.
As a central part of the new adidas strategy ‘Own the Game,’ we will significantly increase our commitment to sustainability in the years ahead. In addition to the continued digital transformation of the company, we are working closely with our partners in the global supply chain to reduce energy consumption and to increase the proportion of green energy we use. By 2025, nine out of every ten adidas articles should be made from more sustainable materials, while the carbon footprint per product should be reduced by 15%. adidas aims at operating climate neutral (CO2e) at its locations by 2025 and at reaching complete by 2050. neutrality
Further information on company-specific practices, which are applied in addition to statutory requirements, such as our Code of Conduct (‘Fair Play’), on compliance with working and social standards within our supply chain, environmentally friendly resource management in our manufacturing processes, and our social commitment, is available in this Annual Report and on our website. Our People Sustainability -group.com/s/sustainability
COMPLIANCE AND RISK MANAGEMENT
Compliance with laws, internal and external provisions, and responsible risk management are part of corporate governance at adidas. Our compliance management system is linked to the company’s risk and opportunity management system. As part of our global ‘Fair Play’ concept, the compliance management system establishes the organizational framework for companywide awareness of our internal rules and guidelines and for the legally compliant conduct of our business. It underscores our strong commitment to ethical and fair behavior in our own organization and also sets the parameters for how we deal with others. The principles of our compliance management system are set out in the Risk and Opportunity Report. The risk and opportunity management system ensures risk-aware, opportunity-oriented, and informed actions in a dynamic business environment in order to guarantee the competitiveness and sustainable success of adidas. Risk and Opportunity Report
TRANSPARENCY AND PROTECTION OF SHAREHOLDERS’ INTERESTS
It is our goal to inform all institutional investors, private shareholders, financial analysts, business partners, employees, and the interested public about the company’s situation, at the same time and to an equal extent, through regular, transparent, and up-to-date communication. We publish all essential information, such as ad hoc announcements, press releases, and voting rights notifications as well as all presentations from roadshows and conferences, all financial reports, and the financial calendar on our website. With our Investor Relations activities, we maintain close and continuous contact with our current and potential shareholders. Our Share -group.com/s/investors
In addition, we provide all documents and information on our Annual General Meeting on our website. This year’s Annual General Meeting on May 12, 2021, was held in a virtual format due to uncertainties surrounding the coronavirus pandemic, the continuing ban on large meetings, and our responsibility to protect the health of our shareholders, employees, and other participants. We were determined to allow for our shareholders to participate in the virtual event as comprehensively as possible within the legal framework and the pandemic-related restrictions. As in previous years, coverage of the Annual General Meeting was available to adidas AG shareholders via our shareholder portal and to the general public via our website. The Executive Board and Supervisory Board provided detailed answers to pre-submitted questions. The content of the CEO’s speech was published prior to the Annual General Meeting. Finally, this year’s Annual General Meeting was the first in which it was possible to share video messages with all adidas shareholders via the shareholder portal. The measures undertaken were intended to align our shareholders’ justified interests in a broadest possible participation in the Annual General Meeting on the one side and the company’s responsibility to protect the health of all participants on the other. -group.com/agm
FURTHER INFORMATION ON THE PRINCIPLES OF OUR MANAGEMENT
More information on topics covered in this report can be found on our website, including:
- Code of Conduct
- Sustainability
- Social commitment
- Risk and opportunity management and compliance
- Information and documents on the Annual General Meeting
- Managers’ transactions
- Compensation
- Accounting and annual audit
SHARE-BASED PROGRAMS FOR SENIOR EXECUTIVES
A long-term incentive plan, which is part of the remuneration for senior executives of adidas, applies. Based on this plan, the plan participants receive virtual shares (Restricted Stock Units). As per their contracts, each Executive Board member is entitled to participate in the Long-Term Incentive Plan (LTIP) established for Executive Board members. The adidas shares purchased are subject to a multi-year lock-up period. Note 28 Our People Compensation Report
Employees of adidas AG and its affiliated companies are able to participate in an employee stock purchase plan, under which they can acquire adidas AG shares with a discount and benefit, on a prorated basis, from free matching shares. Note 26
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 Wirtschaftsprüfungsgesellschaft, Berlin, was appointed as auditor for the 2021 annual financial statements and consolidated financial statements by the Annual General Meeting. The Supervisory Board had previously assured itself of the auditor’s independence. REPRODUCTION OF INDEPENDENT AUDITOR’S REPORT
Climate neutrality
Climate neutrality refers to a concept of a state in which human activities result in no net effect on the climate system. Achieving such a state requires balancing residual emissions with emission removals as well as accounting for regional or local bio-geophysical effects of human activities that, for example, affect surface albedo (i.e., solar radiation reflected by a surface) or local climate (definition according to ‘Intergovernmental Panel on Climate Change (IPCC) Glossary‘).