Declaration on Corporate Governance
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 regarding 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 with the German Corporate Governance Code pursuant to § 161 AktG in December 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 Declaration of Compliance in December 2023, 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 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.
Herzogenaurach, December 2024
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.
Upon expiry of August 10, 2024, Martin Shankland, Executive Board member responsible for Global Operations, resigned from the Executive Board of adidas AG. Since then, Hoa Ly, SVP Sourcing and Product Operations, has been responsible for all sourcing and product operations at adidas, reporting into the Chief Executive Officer Bjørn Gulden. Chief Financial Officer Harm Ohlmeyer assumed additional responsibility for Supply Chain and Tech. Furthermore, upon expiry of October 31, 2024, Arthur Hoeld, Executive Board member responsible for Global Sales, resigned from the Executive Board of adidas AG. The Supervisory Board appointed Mathieu Sidokpohou to succeed Arthur Hoeld as Executive Board member responsible for Global Sales, effective November 1, 2024. He has been with the company since 2020, most recently as Managing Director Europe. Thus, the Executive Board consists of four members.
The Executive Board is responsible for independently managing the company with the aim of sustainable value creation in the best interest 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 corporate 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. Furthermore, the Executive Board prepares a combined non-financial statement for the company and the Group in accordance with the Corporate Sustainability Reporting Directive (CSRD) and the European Sustainability Reporting Standards (ESRS). 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 System 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. It is tied to the company’s interests and obligated to strive for a sustainable increase in the company’s 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 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 67 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 Supervisory Board’s opinion, 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 had 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 are elected by the employees. SEE SUPERVISORY BOARD
The most recent regular Supervisory Board elections were held in the 2024 financial year. While the eight new employee representatives were already elected by the employees of adidas AG prior to the 2024 Annual General Meeting, the Supervisory Board’s proposals for the eight shareholder representatives were confirmed by the shareholders at the 2024 Annual General Meeting. Moreover, in order to strengthen shareholders’ voting rights, meet the demands of modern corporate governance, and be able to react flexibly to changing competency requirements, the Annual General Meeting shortened the maximum term of office of five years to four years. At the same time, by way of individual voting, some shareholder representatives were elected to the Supervisory Board for a term of office of one year or two, three, or four years. In this respect, the option stipulated in § 8 section 2 of the Articles of Association of adidas AG was applied which allows for the determination of shorter terms than the regular term of office and different terms of office for individual Supervisory Board members (‘staggered board’).
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 |
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Members |
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Steering Committee |
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Thomas Rabe (Chairman) |
General Committee |
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Thomas Rabe (Chairman) |
Audit Committee |
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Bodo Uebber (Chairman) |
Nomination Committee |
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Thomas Rabe (Chairman) |
Mediation Committee |
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Thomas Rabe (Chairman) |
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. In addition to the entire Supervisory Board’s primary responsibility for the adidas Group’s relevant environmental/sustainability, social and governance (ESG) matters, the Audit Committee monitors sustainability topics. 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 2024, the Supervisory Board reviewed and confirmed its objectives regarding its composition (including the competency profile for the entire Supervisory Board). 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. 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, in the areas of digital transformation, information technology (including IT security), production, marketing, and sales, especially in 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 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 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 in 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, and the Audit Committee member Christian Klein, at least three 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 the Supervisory Board has set regarding its composition and also aims 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 a scale as possible. Moreover, the Supervisory Board ascertains from each proposed candidate whether they have 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 |
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Thomas |
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Ian |
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Jackie |
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Christian |
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Oliver |
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Nassef |
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Bodo |
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Jing |
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m |
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f |
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m |
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m |
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m |
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f |
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Year of birth |
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1965 |
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1971 |
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1962 |
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1980 |
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1975 |
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1961 |
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1959 |
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1967 |
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Nationality |
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German |
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French |
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US-American |
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German |
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German |
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Egyptian/ Belgian |
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German |
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US-American |
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Educational background |
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MBA2 |
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BA (Hist.)4 |
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IBWL5 |
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BWL6 |
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BA (Econ.)7 |
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Diploma in Industrial Engineering |
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MA (EAS)8 |
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Diversity as at December 31, 2024 |
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Paul |
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Birgit |
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Linda |
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Bastian |
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Petar |
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Thomas |
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Harald |
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Günter |
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Gender1 |
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m |
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f |
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f |
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m |
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m |
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m |
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m |
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m |
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Year of birth |
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1965 |
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1973 |
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1973 |
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1982 |
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1975 |
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1966 |
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1966 |
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1965 |
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Nationality |
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US-American |
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German |
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Dutch |
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German |
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German |
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German |
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German |
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German |
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Educational background |
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MA2 (Diplom Exportwirt) |
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Lawyer |
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BA3 |
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IT Specialist |
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MA4 |
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MBA5 (Diplom Kaufmann) |
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Energy systems electronics technician |
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Diploma in Sports Economics |
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Qualifications and competencies |
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Thomas |
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Ian |
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Jackie |
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Christian |
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Oliver |
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Nassef |
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Bodo |
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Jing |
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Auditing2 |
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Accounting3 |
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ESG |
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International management |
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Sporting goods industry |
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Business with fast-moving consumer goods |
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Main markets |
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Production, marketing, sales |
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Business strategy development and implementation |
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Digital transformation, |
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Personnel planning and management |
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Qualifications and competencies |
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Paul |
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Birgit |
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Linda |
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Bastian |
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Petar |
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Thomas |
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Harald |
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Günter |
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Auditing2 |
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Accounting3 |
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ESG |
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International management |
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Sporting goods industry |
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Business with fast-moving consumer goods |
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Main markets |
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Production, marketing, sales |
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Business strategy development and implementation |
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Digital transformation, |
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Personnel planning and management |
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Tasks of the Supervisory Board
The Supervisory Board supervises and advises the Executive Board on the management of the company. The supervision and advice also include sustainability issues in particular. The Executive Board regularly, expeditiously, and comprehensively reports on the strategy, planning, business development, the company’s risk situation, the risk management, and the compliance organization as well as material compliance cases and litigation, and 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 the Annual General Meeting. Moreover, the Supervisory Board examines the combined non-financial statement for the company and the Group and 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 individual Executive Board positions. This is based on multiple planning horizons. 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 and the General Committee discuss 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 is available 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 (particularly with regard to the increasing regulation of environmental, social, and governance (‘ESG’) topics and non-financial reporting) and opportunities for external training, and provides relevant specialist literature. Moreover, the Supervisory Board is updated on questions of information security and regulations in this regard.
To facilitate the performance of their duties, the company also offers particularly new Supervisory Board members or members who assume new responsibilities introductions to the work of the Supervisory Board and/or to new areas of responsibility of Supervisory Board members. In this regard, the Supervisory Board members receive a detailed introduction to the business and subject areas that are relevant for their particular tasks. The new Audit Committee members participated in comprehensive introductory sessions by the responsible adidas employees, inter alia, in the areas of accounting, internal control and risk management systems, compliance, information security, and ESG.
Moreover, the Supervisory Board as well as the Audit Committee, General Committee, and Nomination Committee regularly assess the efficiency of their work. Following the successful implementation of the individual measures to improve the organization of the Supervisory Board’s work, which had been resolved in the previous financial years, the Supervisory Board agreed at its meeting in December 2024 that the next efficiency examination of its work would presumably be conducted in the 2025 financial year due to the extensive personnel changes as a result of the most recent Supervisory Board election.
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 in fostering diversity and inclusion and in promoting women in leadership positions. SEE PEOPLE AND CULTURE
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.
In 2024, we continued our Diversity, Equity and Inclusion efforts. On the balance sheet date, we achieved percentage shares of women of 36.1% on the first management level below the Executive Board of adidas AG and 38.2% on the second management level below the Executive Board of adidas AG. Against this backdrop, we are working toward achieving the target of a 40% share of female representation for both the first and the second management level below the Executive Board of adidas AG by December 31, 2025, as defined by the Executive Board.
Moreover, in 2024, women’s representation globally at director level and above increased from 39.6% to 40.7%, demonstrating steady progress toward our ambition to reach gender balance in leadership positions on a global level by December 31, 2033.
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 objected to an overall fulfillment of the aforementioned quota pursuant to § 96 section 2 sentence 3 AktG, the minimum quota must be fulfilled separately by the Supervisory Board 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). Thus, the Supervisory Board of adidas AG must consist of at least two women and two men on the shareholder representative side and on the employee representative side. These minimum quotas were achieved.
As at December 31, 2024, two Supervisory Board mandates were held by women and six Supervisory Board mandates were held by men on both the shareholder representative side and the employee representative side.
The company will continue to intensify its Diversity, Equity, and Inclusion efforts 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 PEOPLE AND CULTURE
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. 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 Regulation (EU) No 596/2014 (Market Abuse Regulation) notified to adidas AG in 2024 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 continue our intensive commitment to sustainability in the years ahead. As regards the environment, we will continue our close collaboration with our partners in the global supply chain to reduce energy consumption and increase the proportion of renewable energy we use. This is one part of our climate strategy, which aims at reducing greenhouse gas emissions by 42% by 2030 compared to the base year 2022. Moreover, we will increase our involvement in industry-wide initiatives to collaborate on developing solutions for the challenges our industry is facing – e.g., through projects such as Textile Recycling Excellence (T-REX) and New Cotton, and also through our active participation in industry organizations such as Fashion for Good, The Fashion Pact, and Textile Exchange.
Further information on company-specific practices that are applied in addition to statutory requirements, such as our Code of Conduct (‘Fair Play’), as well as information 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 PEOPLE AND CULTURE SEE SUSTAINABILITY ADIDAS-GROUP.COM/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 Internal Control and Risk Management System. As part of our global ‘Fair Play’ concept, the Compliance Management System establishes the organizational framework for company-wide 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. On our website, 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. With our Investor Relations activities, we maintain close and continual 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.
Our Annual General Meeting on May 16, 2024, 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 15, 2025, 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 PEOPLE AND CULTURE 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 2024 annual financial statements and consolidated financial statements by the Annual General Meeting of May 16, 2024. The Supervisory Board had previously assured itself of the auditor’s independence. SEE REPRODUCTION OF THE INDEPENDENT AUDITOR’S REPORT