Annual Report 2023

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A breakdancer wears black adidas trousers with three stripes (Photo)

Declaration on Corporate Governace

Corporate Governance stands for responsible, transparent corporate management and control geared toward a long-term increase in value. We are convinced that good corporate governance is an essential basis for sustainable corporate success and strengthens the trust 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)

The adidas AG Executive Board and Supervisory Board issued their last Declaration of Compliance pursuant to § 161 AktG in December 2022 and made an intra-year change in July 2023. The following declaration refers to the recommendations of the ‘Government Commission on the German Corporate Governance Code’ in the version of April 28, 2022, published in the Federal Gazette on June 27, 2022 (‘Code’).

The adidas AG Executive Board and Supervisory Board declare that since the publication of their last complete Declaration of Compliance in December 2022, 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 two 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 of the Code 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

As already declared in July 2023, the former mandate of Chief Executive Officer Bjørn Gulden at Essity Aktiebolag (publ.), a listed stock corporation under the laws of the Kingdom of Sweden, has ended in the meantime. Consequently, there is no longer any deviation from recommendation C.5 of the Code due to non-group mandates held by Bjørn Gulden.

Recommendation C.5 Alternative 2

The Chairman of the Supervisory Board, Thomas Rabe, is also Chief Executive Officer of the listed company RTL Group S.A., Luxembourg. In this respect, the company deviates from recommendation C.5 alternative 2 of the Code. However, the Supervisory Board is convinced that Thomas Rabe’s mandate 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.

Recommendations G.9, G.10, and G.12

In connection with Amanda Rajkumar’s departure from the Executive Board with effect upon expiry of July 15, 2023, deviations were made from recommendations G.9, G.10, and G.12 of the Code to the effect that, with regard to a final agreement on the termination of the Executive Board mandate, adidas AG paid out prematurely in cash the short-term and long-term variable compensation components for the 2023 financial year at a fixed amount. Moreover, Ms. Rajkumar is not obliged to invest the amount attributable to the long-term variable compensation into adidas AG shares. Furthermore, the lock-up period for adidas AG shares from the 2021 tranche of the long-term variable compensation was terminated early.

Herzogenaurach, December 2023

For the Executive Board
BJØRN GULDEN
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. ADIDAS-GROUP.COM/S/CORPORATE-GOVERNANCE

Dual board system

As a globally operating stock corporation 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 supervision 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 in terms of both 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 reflects the international structure of our company.

Due to Amanda Rajkumar’s departure upon expiry of July 15, 2023, the Executive Board temporarily consisted of four members. With effect from January 1, 2024, the Supervisory Board appointed Michelle Robertson as Executive Board member responsible for Global Human Resources, People and Culture. She had previously already led this area as interim Head of Global HR. Thus, the Executive Board once again consists of five members.

The Executive Board is responsible for independently managing the company with the aim of sustainable value creation in the best interests of the company, developing the company’s strategic orientation, coordinating it with the Supervisory Board, and ensuring its implementation. Furthermore, it determines business objectives, the company’s policy, and the organization of the Group. In this respect, the Executive Board also systemically assesses risks and opportunities for the company linked with social and environmental factors as well as the environmental and social impact of its business activities. Moreover, the Executive Board is responsible for 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. It also 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 legal provisions and internal regulations by the Group companies. For this purpose, the Executive Board sets up an Internal Control and Risk Management System adequate and effective in view of the scope of business activities and the company’s risk situation which comprises a Compliance Management System aligned to the company’s risk situation and also covers sustainability-related objectives. The Executive Board also provides employees with the opportunity to report, in an appropriate and protected manner, suspected legal infringements within the company. The Executive Board is tied to the company’s interests and obligated to strive for a sustainable increase in the value of the company.

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 in charge of the overall management and development of the company, including cooperation with the Supervisory Board as well as coordination and supervision of the Executive Board members’ work, the Executive Board areas, operations, brands, and markets. The Executive Board members continually report to the Chief Executive Officer and to each other about all significant developments in their respective business areas 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 aligned with the Supervisory Board.

The composition of the Executive Board is determined 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 takes the diversity concept into account 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 mentioned above.

As at the balance sheet date, 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. SEE 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. SEE SUPERVISORY BOARD

The last regular Supervisory Board elections were held in the 2019 financial year. In the subsequent 2020 financial year, Christian Klein was appointed as a new member of the Supervisory Board in a by-election due to Igor Landau’s resignation, and Thomas Rabe was elected as the new Chairman of the Supervisory Board. Due to Herbert Kauffmann’s departure, Jackie Joyner-Kersee was elected to the Supervisory Board as a new shareholder representative in the 2021 financial year. At the end of 2021, Roswitha Hermann resigned from the Supervisory Board as an employee representative, and Bastian Knobloch was appointed by court to succeed her. Most recently, Roland Nosko resigned from the Supervisory Board with effect from the end of August 31, 2022. He was also an employee representative (trade union representative) and was succeeded by Birgit Biermann, who was appointed by court. The terms of office of the current members of the Supervisory Board will expire at the end of the 2024 Annual General Meeting. While the Supervisory Board prepares nomination proposals for the eight shareholder representatives who will be newly elected by the shareholders at the 2024 Annual General Meeting as scheduled, the eight new employee representatives are already elected prior to the 2024 Annual General Meeting.

In order to increase the efficiency of its work and to deal with complex matters, the Supervisory Board has formed five permanent committees from among 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)
Ian Gallienne
Udo Müller

General Committee

 

Thomas Rabe (Chairman)
Ian Gallienne
Udo Müller
Michael Storl

Audit Committee

 

Bodo Uebber (Chairman)
Kathrin Menges
Frank Scheiderer
Günter Weigl

Nomination Committee

 

Thomas Rabe (Chairman)
Ian Gallienne
Kathrin Menges

Mediation Committee
(§ 27 paragraph 3 MitBestG)

 

Thomas Rabe (Chairman)
Ian Gallienne
Petra Auerbacher
Udo Müller

The tasks, responsibilities, and work processes of the committees are in line with the requirements of the German Stock Corporation Act and the Code. The Chairmen of the committees regularly report to the Supervisory Board on the results of the committee work.

Further information on the committees can be found on the company’s website. ADIDAS-GROUP.COM/S/SUPERVISORY-BOARD-COMMITTEES

Taking into account the recommendations of the Code, the Rules of Procedure of the Supervisory Board and the Rules of Procedure of the Audit Committee clarify that the Supervisory Board’s supervision and advising activities also include, in particular, sustainability issues. Accordingly, non-financial reporting and its audit are part of accounting and the annual audit which fall within the Audit Committee’s sphere of responsibility. Further information on the competency profile for the entire Supervisory Board and the expertise of the individual Supervisory Board members in sustainability issues relevant to the company are outlined in the qualification matrix below.

Objectives for the composition of the Supervisory Board

At its meeting in December 2023, the Supervisory Board reviewed its objectives regarding its composition (including the competency profile for the entire Supervisory Board), which was last updated to comply with the provisions of the new Code in 2022, and reflected the reduction of the term of office of the shareholder representatives on the Supervisory Board from five to four years. The objectives are published on our website. According to these objectives, the Supervisory Board should be composed in such a way that qualified supervision 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. Therefore, it is ensured that the Supervisory Board as a whole possesses the competencies considered essential in view of adidas’ activities. These competencies include, 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 the areas of digital transformation and information technology (including IT security), production, marketing, and sales, as well as, in particular, the e-commerce and retail sector. Moreover, the Supervisory Board is expected to possess knowledge and experience in the markets relevant for adidas, in particular the Asian and US markets, and in the management of a large international company. Furthermore, the Supervisory Board as a whole must possess knowledge and experience in the areas of business strategy development and implementation, personnel planning and management, accounting and financial reporting, governance/compliance, and sustainability issues relevant to adidas, including environmental, social, and governance (‘ESG’) aspects. 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. Accounting and auditing also include non-financial reporting and its audit and assurance. The Supervisory Board members as a whole must be familiar with the sporting goods industry. ADIDAS-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 employee representatives’ independence is not impaired either by their role as employee representatives or by 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 perspective and following the regulations of the 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 governing body function among customers, suppliers, lenders, or other third parties. As a rule, members of the Supervisory Board should not have a governing body or advisory function 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 members should be 72 years at the time of their appointment. As a rule, the length of membership of the Supervisory Board should not exceed twelve years or three terms of office.

In the Supervisory Board’s assessment, the Supervisory Board as a whole fulfills the objectives stated and the competency profile in its current composition. With Thomas Rabe, Chairman of the Supervisory Board, Bodo Uebber, Chairman of the Audit Committee, Christian Klein, and Kathrin Menges, at least four members of the Supervisory Board have proven expertise in the fields of accounting and auditing. They have expert knowledge and experience both in accounting and in the application of accounting principles as well as in internal control systems and risk management systems and in non-financial reporting and its audit and assurance.

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. SEE SUPERVISORY BOARD

The Supervisory Board’s proposals for the Supervisory Board elections to the Annual General Meeting are prepared by the Nomination Committee. The committee takes into account the objectives regarding the Supervisory Board’s composition resolved by the Supervisory Board and also particularly aims at fulfilling the competency profile developed by the Supervisory Board for the Board as a whole. Therefore, the Supervisory Board pays attention to a balanced composition to ensure that the know-how sought after is represented on as broad a scale as possible. Moreover, the Supervisory Board will ascertain that each proposed candidate has sufficient time to perform their mandates. The Supervisory Board’s diversity profile as well as the competency profile for the entire Supervisory Board and the expertise of the individual Supervisory Board members are outlined in the following overviews:

Diversity profile of the Supervisory Board: Shareholder representatives

Diversity as at December 31, 2023

 

Thomas
Rabe

 

Ian
Gallienne

 

Jackie
Joyner-Kersee

 

Christian
Klein

 

Kathrin
Menges

 

Nassef
Sawiris

 

Bodo
Uebber

 

Jing
Ulrich

Gender1

 

m

 

m

 

f

 

m

 

f

 

m

 

m

 

f

Year of birth

 

1965

 

1971

 

1962

 

1980

 

1964

 

1961

 

1959

 

1967

Nationality

 

German

 

French

 

US-American

 

German

 

German

 

Egyptian/Belgian

 

German

 

US-American

Educational background

 

MBA2, Dr. rer. pol.3

 

MBA2

 

BA (Hist.)4

 

IBA5

 

Certified Teacher

 

BA (Econ.)6

 

Diploma in Industrial Engineering

 

MA (EAS)7

1

f = female, m = male.

2

Master of Business Administration.

3

Doctor of Economics.

4

Bachelor in History.

5

International Business Administration.

6

Bachelor in Economics.

7

Master in East Asian Studies.

Diversity profile of the Supervisory Board: Employee representatives

Diversity as at December 31, 2023

 

Udo
Müller

 

Petra
Auerbacher

 

Birgit
Biermann

 

Bastian
Knobloch

 

Beate
Rohrig

 

Frank
Scheiderer

 

Michael
Storl

 

Günter
Weigl

Gender1

 

m

 

f

 

f

 

m

 

f

 

m

 

m

 

m

Year of birth

 

1960

 

1969

 

1973

 

1982

 

1965

 

1977

 

1959

 

1965

Nationality

 

German

 

German

 

German

 

German

 

German

 

German

 

German

 

German

Educational background

 

Retail Salesman

 

Secondary School

 

Lawyer

 

IT Specialist

 

Industrial Mechanic, Degree program in Politics and Sociology

 

Drafter Mechanical Engineering

 

Industrial Clerk

 

Diploma in Sports Economics

1

f = female, m = male.

Supervisory Board competency profile: Shareholder representatives

Qualifications and competencies as at December 31, 2023

 

Thomas
Rabe
(2019)
1

 

Ian
Gallienne
(2016)
1

 

Jackie
Joyner-Kersee
(2021)
1

 

Christian
Klein
(2020)
1

 

Kathrin
Menges
(2014)
1

 

Nassef
Sawiris
(2016)
1

 

Bodo
Uebber
(2019)
1

 

Jing
Ulrich
(2019)
1

Auditing2

 

 

 

 

 

 

 

 (AC)4

 

 

 

 (AC)4

 

 

Accounting3

 

 

 

 

 

 

 

 (AC)4

 

 

 

 (AC)4

 

 

ESG

 

 (G)5

 

 (G)5

 

 (S)5

 

(E, G)5

 

(E, S, G)5

 

 (G)5

 

(E, S, G)5

 

 

International management

 

 

 

 

 

 

 

 

 

Sporting goods industry

 

 

 

 

 

 

 

 

 

 

 

 

Business with fast-moving consumer goods

 

 

 

 

 

 

 

 

 

 

 

 

Main markets

 

 

 

 

 

 (US)6

 

 

 

 

 

 

 

 

 

 (AS)6

Production, marketing, sales

 

 

 

 

 

 

 

 

 

 

Business strategy development and implementation

 

 

 

 

 

 

 

 

 

 

Digital transformation,
IT and IT security

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Personnel planning and management

 

 

 

 

 

 

 

 

 

 

 

 

 

1

Year of appointment as Supervisory Board member.

2

Incl. special knowledge and experience in auditing non-financial reporting.

3

Incl. special knowledge and experience in internal control and risk management systems as well as non-financial reporting.

4

AC = Audit Committee.

5

E = Environment, S = Social, G = Governance (incl. Compliance).

6

AS = Asian market, EU (EMEA) = Europe (Europe, Middle East, Africa), US = United States market.

Supervisory Board competency profile: Employee representatives

Qualifications and competencies as at December 31, 2023

 

Udo
Müller
(2016)
1

 

Petra
Auerbacher
(2019)
1

 

Birgit
Biermann
(2022)
1

 

Bastian
Knobloch
(2022)
1

 

Beate
Rohrig
(2019)
1

 

Frank
Scheiderer
(2019)
1

 

Michael
Storl
(2019)
1

 

Günter
Weigl
(2019)
1

Auditing2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounting3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ESG

 

 

 

 

 

 (G)4

 

 

 

 (G)4

 

(E, S, G)4

 

 

 

(E, S, G)4

International management

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sporting goods industry

 

 

 

 

 

 

 

 

 

 

Business with fast-moving consumer goods

 

 

 

 

 

 

 

 

 

 

Main markets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 (EU)5

Production, marketing, sales

 

 

 

 

 

 

 

 

 

 

 

 

 

Business strategy development and implementation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Digital transformation,
IT and IT security

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Personnel planning and management

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1

Year of appointment as Supervisory Board member.

2

Incl. special knowledge and experience in auditing non-financial reporting.

3

Incl. special knowledge and experience in internal control and risk management systems as well as non-financial reporting.

4

E = Environment, S = Social, G = Governance (incl. Compliance).

5

AS = Asian market, EU (EMEA) = Europe (Europe, Middle East, Africa), US = United States market.

Tasks of the Supervisory Board

The Supervisory Board supervises and advises the Executive Board on questions relating to the management of the company. The supervision and advice also include sustainability issues in particular. The Executive Board regularly, expeditiously, and comprehensively reports on strategy, planning, business development, the company’s risk situation, risk management, the compliance organization, as well as material compliance cases and litigation, and it coordinates the corporate strategy 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 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, examines it regularly, and decides on the individual overall compensation of each Executive Board member. The Supervisory Board, together with the Executive Board, annually 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. ADIDAS-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)

 ADIDAS-GROUP.COM/S/CORPORATE-GOVERNANCE

Apart from the members’ individual skills, 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. SEE SUPERVISORY BOARD REPORT ADIDAS-GROUP.COM/S/BODIES

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 the sustainability issues relevant to adidas and the associated reporting obligations as well as the potential of and the challenges posed by the company’s use of artificial intelligence (‘AI’).

Moreover, the Supervisory Board as well as the Audit Committee, General Committee, and Nomination Committee regularly assess the efficiency of their work. The individual measures to further improve the organization of the Supervisory Board’s work resolved in the previous financial year were deemed to have been implemented successfully by the Supervisory Board at its meeting in December 2023, and the Supervisory Board agreed that another efficiency examination of its work will presumably be conducted in the 2025 financial year.

The compensation of the Supervisory Board members is set out in the Compensation Report. ADIDAS-GROUP.COM/S/COMPENSATION

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 an appropriate participation of women in particular. The Supervisory Board is also convinced 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 is 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 in leadership positions. SEE OUR PEOPLE

With Michelle Robertson as Executive Board member for Global Human Resources, People and Culture, we fully meet the requirements of § 76 section 3a AktG, introduced with the Second Leadership Positions Act (Führungspositionengesetz – FüPoG II), which stipulates that at least one woman and at least one man be appointed as members of the Executive Board.

On the first management level below the Executive Board, the percentage share of women amounted to 35.5% at the balance sheet date. The target figure of 39% was thus not achieved. In this respect, it must be noted that adidas AG has only a small number of leadership positions on this management level; therefore, minor changes already result in considerable changes in percentage numbers. The missing of the defined target figure is particularly attributable to unplanned departures from the company in the year under review and partly also to replacements and changes that only take effect in the following year.

On the second management level below the Executive Board, the percentage share of women amounted to 37.4% at the balance sheet date. The target figure of 31% was thus significantly exceeded.

Against this backdrop, the Executive Board has set the new target of 40% as the share of female representation for the first and the second management level below the Executive Board of adidas AG. The Executive Board set December 31, 2025, as the deadline for achieving these two targets. Moreover, the new gender balance ambition of the Executive Board is to increase the global share of women in leadership positions (director level and above) to 50% by 2033, after the previous target of 40% was nearly met at the end of 2023, with 39.6%.

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 did not object 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 in the year under review, with the numbers of male and female members rounded up or down to full numbers (§ 96 section 2 sentences 2 and 4 AktG). This means that 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, 2023, six of the company’s 16 Supervisory Board mandates were held by women. In view of the Supervisory Board election at the 2024 Annual General Meeting, both the shareholder representatives and the employee representatives resolved in accordance with § 96 section 2 sentence 3 AktG that the minimum quota of 30% women and 30% men on the Supervisory Board has to be fulfilled separately for the shareholder representatives and the employee representatives.

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. SEE 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. A brand ambassador agreement exists between adidas and Jackie Joyner-Kersee. 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 Supervisory Board passed a unanimous resolution approving the extension of this agreement without the participation of Jackie Joyner-Kersee. SEE 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 2022 is published on our website. ADIDAS-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.

We will increase our commitment to sustainability in the years ahead. For instance, we are working closely with our partners in the global supply chain to reduce energy consumption and increase the proportion of renewable energy we use. By 2025, nine out of every ten adidas articles should be made from more sustainable materials, the carbon footprint per product should be reduced by 15% compared to the base year 2017, and the absolute greenhouse gas emissions across the entire value chain should be reduced by 30%, also compared to the base year 2017.

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. SEE OUR PEOPLE SEE SUSTAINABILITY ADIDAS-GROUP.COM/SUSTAINABILITY

Compliance and risk management

Compliance with laws and internal and external provisions, as well as responsible risk management are part of corporate governance at adidas. Our Compliance Management System is linked to the company’s Internal Control and Risk 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. SEE 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. SEE OUR SHARE ADIDAS-GROUP.COM/S/INVESTORS

In addition, we provide all documents and information on our Annual General Meeting on our website. The shareholders of adidas AG exercise their shareholders’ and voting rights at the Annual General Meeting. Each share grants one vote. Through these participation rights, our shareholders can take part in all fundamental decisions of the Annual General Meeting. The company aims to support its shareholders in the best-possible manner when they exercise their rights at the Annual General Meeting.

After three years in the virtual format, our Annual General Meeting on May 11, 2023, once again took place with our shareholders being present at the Stadthalle Fürth. At that event, as well as at the next Annual General Meeting in Fürth on May 16, 2024, we offered and will offer our shareholders a comprehensive service. For instance, shareholders can register electronically for the Annual General Meeting through our shareholder portal and cast their votes electronically by postal vote if they do not participate in person at the Annual General Meeting, or they can participate in the voting by granting powers of representation and giving instructions online to the proxies appointed by the company until the end of the general debate at the Annual General Meeting. Moreover, each year, a live stream of the entire Annual General Meeting is available via our shareholder portal for shareholders of adidas AG and via our website for the interested public. ADIDAS-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

 ADIDAS-GROUP.COM/S/CORPORATE-GOVERNANCE

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. SEE NOTE 28 SEE OUR PEOPLE ADIDAS-GROUP.COM/S/COMPENSATION

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. SEE 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).

PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Frankfurt am Main, Germany, was appointed as auditor for the 2023 annual financial statements and consolidated financial statements by the Annual General Meeting of May 12, 2022. The Supervisory Board had previously assured itself of the auditor’s independence. SEE Copy of the Auditor’s Report

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