Declaration of Compliance
Once a year, the Executive Board and the Supervisory Board of adidas AG issue a declaration of compliance pursuant to § 161 German Stock Corporation Act.
The German Corporate Governance Code provides guidelines for the management and supervision of German listed companies and contains internationally and nationally recognized standards for good and responsible governance. The German Corporate Governance Code aims at promoting the trust of shareholders, business partners, employees and the general public in the management of German stock corporations.
We have examined the subject of corporate governance in depth and comply with the recommendations contained in the German Corporate Governance Code with one exception.
2022
Declaration of Compliance 2022
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 2021, the adidas AG Executive Board and Supervisory Board issued the last Declaration of Compliance with the German Corporate Governance Code in the version of December 16, 2019, published in the Federal Gazette on May 20, 2020, pursuant to § 161 AktG. The following declaration refers to the recommendations of the ‘Government Commission on the German Corporate Governance Code’ in the version of December 16, 2019 (‘Code 2019’) and the version of April 28, 2022, published in the Federal Gazette on June 27, 2022 (‘Code 2022’).
1. The adidas AG Executive Board and Supervisory Board declare that since the last declaration, the recommendations of the Code 2019 have been met with the following exceptions:
Recommendation C.5 Alternative 1 Code 2019
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 Code 2019 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 Code 2019
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. 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.
2. Furthermore, the adidas AG Executive Board and Supervisory Board declare that since the last Declaration of Compliance, the recommendations of the Code 2022 have been and are met with the following exceptions:
Recommendation B.3 Code 2022
With effect from January 1, 2023, the Supervisory Board has appointed Bjørn Gulden as member of the Executive Board and Chief Executive Officer for a period of five years, thus exceeding the term of office of three years recommended for initial appointments.
The Supervisory Board is of the opinion that, in view of Bjørn Gulden’s qualification and experience and the implementation of long-term strategic decisions and goals, an initial appointment of five years is in the company’s best interest.
Recommendation C.5 Alternative 1 Code 2022
Bjørn Gulden, appointed member of the Executive Board and Chief Executive Officer from January 1, 2023, holds mandates with requirements comparable to mandates in non-group listed companies at Tchibo GmbH and Salling Group A/S, a stock corporation under Danish law which is not listed. Furthermore, he holds a mandate at Essity Aktiebolag (publ)., a listed stock corporation under the laws of the Kingdom of Sweden. The Supervisory Board is convinced that Bjørn Gulden’s mandates will not affect the due performance of his duties as a member of the Executive Board and Chief Executive Officer. In particular, the Supervisory Board has assured itself that Bjørn Gulden will have sufficient time to perform his duties.
Recommendation C.5 Alternative 1 Code 2022
With regard to the mandates held by Ian Gallienne, reference is made to the above explanations. We are of the opinion that in accordance with its rationale, recommendation C.5 alternative 1 Code 2022 is not applicable to Ian Gallienne. For precautionary reasons, however, a deviation is declared.
Recommendation C.5 Alternative 2 Code 2022
With regard to the mandate held by Thomas Rabe, reference is made to the above explanations. The Supervisory Board is convinced that Thomas Rabe’s mandate 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 2022
For the Executive Board For the Supervisory Board
– Chief Executive Officer – – Chairman of the Supervisory Board –
signed Harm Ohlmeyer signed Thomas Rabe
2021
Declaration of Compliance 2021
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 For the Supervisory Board
– Chief Executive Officer – – Chairman of the Supervisory Board –
signed Kasper Rorsted signed Thomas Rabe
2020
Declaration of Compliance 2020
Declaration of the adidas AG Executive Board and Supervisory Board on the German Corporate Covernance Code pursuant to § 161 German Stock Cooperation Act (Aktiengesetz - AKTG)
The adidas AG Executive Board and Supervisory Board issued the last Declaration of Compliance with the German Corporate Governance Code pursuant to § 161 AktG in December 2019. Insofar as it is related to the past, the following declaration refers to the recommendations of the ‘Government Commission on the German Corporate Governance Code’ as of February 7, 2017, published in the Federal Gazette on April 24, 2017 and May 19, 2017 (corrected version) (‘Code 2017’); as far as it is related to the present and future, the following declaration refers to the recommendations in the version as of December 16, 2019, published in the Federal Gazette on May 20, 2020 (‘Code 2019’ or ‘Code’).
1. The adidas AG Executive Board and Supervisory Board declare that since the last declaration, the recommendations of the Code 2017 have been met with the following exception:
Recommendation 5.4.5 Section 1 Sentence 2 Code 2017
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, the recommendation 5.4.5 section 1 sentence 2 Code 2017 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.
2. The adidas AG Executive Board and Supervisory Board also declare that the recommendations of the Code 2019 have been and are met with the following deviations:
Recommendation C.5 Alternative 1 Code 2019
With regards to the mandates held by Ian Gallienne, reference is made to the above explanations. We are of the opinion that in accordance with its rationale, the recommendation C.5 alternative 1 Code 2019 is also not applicable to Ian Gallienne. However, a deviation is declared for precautionary reasons.
Recommendation C.5 Alternative 2 Code 2019
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.
Recommendations G.1 and G.10 Sentence 2 Code 2019
In comparison to the Code 2017, the Code 2019 contains modified recommendations for the Executive Board compensation. The current Executive Board compensation system, as resolved by the Supervisory Board and approved by the Annual General Meeting of adidas AG on May 9, 2018, does not fully comply with the new recommendations G.1 and G.10 sentence 2 Code 2019. The Supervisory Board will propose a modified Executive Board compensation system to the 2021 Annual General Meeting which fully complies with the recommendations of the Code 2019.
Herzogenaurach, December 2020
For the Executive Board For the Supervisory Board
– Chief Executive Officer – – Chairman of the Supervisory Board –
signed Kasper Rorsted signed Thomas Rabe
2019
Declaration by the Executive Board and Supervisory Board of adidas AG on the German Corporate Governance Code pursuant to § 161 German Stock Corporation Act (Aktiengesetz - AktG)
The Executive Board and Supervisory Board of adidas AG issued their last Declaration of Compliance pursuant to § 161 AktG in February 2019. For the period from the publication of the last Declaration of Compliance, the following Declaration refers to the German Corporate Governance Code (‘Code’) as amended on February 7, 2017, which was published in the Federal Gazette on April 24, 2017 and May 19, 2017 (corrected version).
The Executive Board and Supervisory Board of adidas AG declare that the recommendations of the ‘Government Commission German Corporate Governance Code’ have been and are met with the following deviation:
Maximum number of mandates held by Supervisory Board Members in non-group listed corporations (section 5.4.5 subsection 1 sentence 2)
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 and, in its capacity as an institutional investor represented by, inter alia, its Chief Executive Officer, regularly holds mandates in supervisory bodies of portfolio companies. All companies (apart from adidas AG) in which Ian Gallienne holds mandates in supervisory bodies are portfolio companies or subsidiaries of GBL or are under common control with it and thus belong to the same group of companies. They have to be attributed to his main occupation as Chief Executive Officer of GBL. Therefore, we are of the opinion that, as regards its intent and purpose, the recommendation of section 5.4.5 subsection 1 sentence 2 is not applicable to Ian Gallienne. However, as a precaution, we declare a deviation. Moreover, the Supervisory Board has assured itself that Ian Gallienne has sufficient time to perform his Supervisory Board mandate at adidas AG.
Herzogenaurach, December 2019
For the Executive Board For the Supervisory Board
– Chief Executive Officer – – Chairman of the Supervisory Board –
signed Kasper Rorsted signed Igor Landau
DECLARATION OF COMPLIANCE 2019
Declaration by the Executive Board and Supervisory Board of adidas AG on the German Corporate Governance Code pursuant to § 161 German Stock Corporation Act (Aktiengesetz - AKTG)
The Executive Board and Supervisory Board of adidas AG issued their last Declaration of Compliance pursuant to § 161 AktG in February 2018. For the period from the publication of the last Declaration of Compliance, the following Declaration refers to the German Corporate Governance Code (hereinafter referred to as the “Code”) as amended on February 7, 2017, which was published in the Federal Gazette on April 24, 2017 and May 19, 2017 (corrected version).
The Executive Board and Supervisory Board of adidas AG declare that the recommendations of the “Government Commission on the German Corporate Governance Code” have been and are met with the following deviations:
Specification of a regular limit of length of membership for Supervisory Board Members (section 5.4.1. subsection 2 sentence 2 in conjunction with sentence 1)
In the past, the Supervisory Board refrained from taking a generalized approach as regards a regular limit of length of membership for Supervisory Board members. When revising the objectives regarding its composition (and determining a competency profile for the full Supervisory Board) at its meeting in October 2018, the Supervisory Board resolved to determine a regular limit of length of membership for Supervisory Board members and has since been compliant with all recommendations pursuant to section 5.4.1 subsection 2 sentence 2 in conjunction with sentence 1 of the Code.
Maximum number of non-group mandates held by members of the Supervisory Board (section 5.4.5 subsection 1 sentence 2)
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 Co-Chief Executive Officer of Groupe Bruxelles Lambert (GBL). GBL is a holding company and, in its capacity as an institutional investor represented by, inter alia, its Co-Chief Executive Officer, regularly holds mandates in supervisory bodies of portfolio companies. All companies (apart from adidas AG) in which Ian Gallienne holds mandates in supervisory bodies are portfolio companies or subsidiaries of GBL or are under common control with it and thus belong to the same group of companies. They have to be attributed to his main occupation as Co-Chief Executive Officer of GBL. Therefore, we are of the opinion that, as regards its intent and purpose, the recommendation of section 5.4.5 subsection 1 sentence 2 is not applicable to Ian Gallienne. However, as a precaution, we declare a deviation. Moreover, the Supervisory Board has assured itself that Ian Gallienne has sufficient time to perform his Supervisory Board mandate at adidas AG.
Herzogenaurach, February 2019
For the Executive Board For the Supervisory Board
- Chief Executive Officer - - Chairman of the Supervisory Board -
signed Kasper Rorsted signed Igor Landau
2018
DECLARATION OF COMPLIANCE 2018
Declaration by the Executive Board and Supervisory Board of adidas AG on the German Corporate Governance Code pursuant to § 161 German Stock Corporation Act (Aktiengesetz - AktG)
The Executive Board and Supervisory Board of adidas AG issued their last Declaration of Compliance pursuant to § 161 AktG on February 13, 2017. For the period from the publication of the last Declaration of Compliance up to and including May 19, 2017, the following Declaration refers to the German Corporate Governance Code (hereinafter referred to as the “Code”) as amended on May 5, 2015. For the period as of May 20, 2017, the following Declaration refers to the recommendations of the Code as amended on February 7, 2017, which was published in the Federal Gazette on April 24, 2017 and May 19, 2017 (corrected version).
The Executive Board and Supervisory Board of adidas AG declare that the recommendations of the “Government Commission on the German Corporate Governance Code” have been and are met with the following deviations:
Definition of the target level of provision (section 4.2.3 subsection 3)
For Executive Board members of adidas AG initially appointed on or after October 1, 2013 and for Executive Board members to be appointed in future, there are defined contribution pension plans which, due to their structure, do not aim to reach a defined target level of provision. In the view of the Supervisory Board, this structure leads to a higher degree of control and future planning capability with regard to the company's expenses for pension plans.
Specification of a regular limit of length of membership for Supervisory Board members (section 5.4.1 subsection 2 sentence 2 in conjunction with sentence 1 new version)
In accordance with section 5.4.1 subsection 2 sentence 2 in conjunction with sentence 1 of the Code, the Supervisory Board has specified concrete objectives for its composition. However, it has not specified a regular limit of length of membership for Supervisory Board members. The Supervisory Board is of the opinion that an extended length of membership of individual Supervisory Board members may, in the individual case, be in the interest of the company and of those entitled to elect members to the Supervisory Board, which would not be taken into consideration if there was a general limit.
Maximum number of non-group mandates held by members of the Supervisory Board (section 5.4.5 subsection 1 sentence 2)
One member of the Supervisory Board, Ian Gallienne, holds more than three mandates in supervisory bodies of non-group companies with similar requirements. Ian Gallienne is Co-Chief Executive Officer of Groupe Bruxelles Lambert (GBL). GBL is a holding company and, in its capacity as an institutional investor represented by, inter alia, its Co-Chief Executive Officer, regularly holds mandates in supervisory bodies of its portfolio companies. All companies in which Ian Gallienne holds mandates in supervisory bodies are portfolio or group companies of GBL and these mandates thus have to be attributed to his main occupation as Co-Chief Executive Officer. Therefore, we are of the opinion that, as regards its intent and purpose, the recommendation of section 5.4.5 subsection 1 sentence 2 is not applicable to Ian Gallienne. However, as a precaution, we declare a deviation based on the good reasons set out above. Moreover, the Supervisory Board has assured itself that Ian Gallienne has sufficient time to perform his Supervisory Board mandate at adidas AG.
Herzogenaurach, February 2018
For the Executive Board For the Supervisory Board
- Chief Executive Officer - - Chairman of the Supervisory Board -
signed Kasper Rorsted signed Igor Landau
2017
DECLARATION OF COMPLIANCE 2017
DECLARATION BY THE EXECUTIVE BOARD AND SUPERVISORY BOARD OF ADIDAS AG ON THE GERMAN CORPORATE GOVERNANCE CODE PURSUANT TO § 161 GERMAN STOCK CORPORATION ACT (AKTIENGESETZ – AKTG)
The Executive Board and Supervisory Board of adidas AG issued their last Declaration of Compliance pursuant to § 161 AktG on February 15, 2016 and made an intra-year change on March 3, 2016. For the period from the publication of the last complete Declaration of Compliance, the following Declaration refers to the German Corporate Governance Code (hereinafter referred to as the “Code”) as amended on May 5, 2015, which was published in the Federal Gazette on June 12, 2015.
The Executive Board and Supervisory Board of adidas AG declare that the recommendations of the “Government Commission on the German Corporate Governance Code” have been and are met with the following deviations:
Definition of the target level of provision (section 4.2.3 subsection 3)
For Executive Board members of adidas AG initially appointed on or after October 1, 2013 and for Executive Board members to be appointed in future, there are defined contribution pension plans which, due to their structure, do not aim to reach a defined target level of provision. In the view of the Supervisory Board, this structure leads to a higher degree of control and future planning capability with regard to the company's expenses for pension plans.
Specification of a regular limit of length of membership for Supervisory Board members (section 5.4.1 subsection 2 sentence 1)
In accordance with section 5.4.1 subsection 2 sentence 1 of the Code, the Supervisory Board has specified concrete objectives for its composition. However, it has not specified a regular limit of length of membership for Supervisory Board members. The Supervisory Board is of the opinion that an extended length of membership of individual Supervisory Board members may, in the individual case, be in the interest of the company and of those entitled to elect members to the Supervisory Board, which would not be taken into consideration if there was a general limit.
Maximum number of non-group mandates held by members of the Supervisory Board (section 5.4.5 subsection 1 sentence 2)
One member of the Supervisory Board, Ian Gallienne, holds more than three mandates in supervisory bodies of non-group companies with similar requirements. Ian Gallienne is Co-Chief Executive Officer of Groupe Bruxelles Lambert (GBL). GBL is a holding company and, in its capacity as a professional investor represented by, inter alia, its Co-Chief Executive Officer, regularly holds mandates in supervisory bodies of its portfolio companies. All companies in which Ian Gallienne holds mandates in supervisory bodies are portfolio or group companies of GBL and these mandates thus have to be attributed to his main occupation as Co-Chief Executive Officer. Therefore, we are of the opinion that, as regards its intent and purpose, the recommendation of section 5.4.5 subsection 1 sentence 2 is not applicable to Ian Gallienne. However, as a precaution, we declare a deviation based on the good reasons set out above. Moreover, the Supervisory Board has assured itself that Ian Gallienne has sufficient time to perform his Supervisory Board mandate at adidas AG.
Herzogenaurach, February 13, 2017
For the Executive Board For the Supervisory Board
- Chief Executive Officer - - Chairman of the Supervisory Board -
signed Kasper Rorsted signed Igor Landau
2016
CHANGED DECLARATION OF COMPLIANCE 2016
Intra-year Change to the Declaration made by the Executive Board and Supervisory Board of adidas AG pursuant to § 161 German Stock Corporation Act (Aktiengesetz – AktG) on the German Corporate Governance Code
The Executive Board and Supervisory Board of adidas AG issued their last Declaration of Compliance pursuant to § 161 AktG on February 15, 2016. In addition to the deviations declared in the Declaration of Compliance dated February 15, 2016, the Executive Board and Supervisory Board declare the following deviation:
Pursuant to section 5.4.5 subsection 1 sentence 2, any Supervisory Board member who is a member of the executive board of a listed company shall not accept more than a total of three supervisory board mandates in non-group listed companies or controlling bodies of non-group companies with similar requirements.
On March 2, 2016, the Supervisory Board of adidas AG resolved to propose to the Company's Annual General Meeting taking place on May 12, 2016, that the number of Supervisory Board members be increased from currently twelve to a total of sixteen members in future. The Supervisory Board has resolved to propose to the Annual General Meeting that Mr. Ian Gallienne be elected to one of the newly created seats on the Company's Supervisory Board. Mr. Gallienne is, inter alia, Co-Chief Executive Officer of the listed company Groupe Bruxelles Lambert (GBL) and holds more than three mandates in supervisory bodies of non-group companies with similar requirements.
The Supervisory Board is convinced that Mr. Gallienne nonetheless has sufficient time to perform all his mandates, including a Supervisory Board mandate for adidas AG. GBL is a holding company and, as a professional shareholder, regularly holds mandates in supervisory bodies of its portfolio companies through its Co‑Chief Executive Officer. All companies in which Mr. Gallienne is represented in supervisory bodies are portfolio or affiliated companies of GBL and therefore part of his principal professional activity as Co-Chief Executive Officer. In the opinion of the Supervisory Board, in terms of its meaning and purpose, the recommendation pursuant to section 5.4.5 subsection 1 sentence 2 is not applicable to Mr. Gallienne, and the Executive Board and the Supervisory Board are therefore convinced that there are good reasons for a deviation.
The Supervisory Board intends to follow the recommendation of section 5.4.5 subsection 1 sentence 2 for future proposals regarding the election of Supervisory Board members.
Herzogenaurach, March 3, 2016
For the Executive Board For the Supervisory Board
- Chief Executive Officer - - Chairman of the Supervisory Board -
signed Herbert Hainer signed Igor Landau
DECLARATION OF COMPLIANCE 2016
DECLARATION BY THE EXECUTIVE BOARD AND SUPERVISORY BOARD
OF ADIDAS AG PURSUANT TO § 161 GERMAN STOCK CORPORATION ACT (AKTIENGESETZ – AKTG) ON THE GERMAN CORPORATE GOVERNANCE CODE
The Executive Board and Supervisory Board of adidas AG issued their last Declaration of Compliance pursuant to § 161 AktG on February 12, 2015 and made an intra-year change on November 4, 2015. For the period from the publication of the last complete Declaration of Compliance up to June 12, 2015, the following Declaration refers to the German Corporate Governance Code (hereinafter referred to as the “Code”) as amended on June 24, 2014. For the period as of June 13, 2015, the following Declaration refers to the recommendations of the Code as amended on May 5, 2015, which was published in the Federal Gazette on June 12, 2015.
The Executive Board and Supervisory Board of adidas AG declare that the recommendations of the “Government Commission on the German Corporate Governance Code” have been and are met with the following deviations:
Capping overall compensation and variable compensation components (section 4.2.3 subsection 2 sentence 6)
Since the issuance of the last Declaration of Compliance, we have followed the recommendations of the Code for one Executive Board service contract that has been newly concluded and for one Executive Board service contract that has been extended with effect from January 1, 2016. Thus, all Executive Board service contracts are now compliant with the recommendations of the Code.
Agreeing severance payment caps when concluding Executive Board service contracts (section 4.2.3 subsection 4)
Since the issuance of the last Declaration of Compliance, a severance payment cap in accordance with the recommendations of the Code was agreed for one Executive Board service contract that has been newly concluded and for one Executive Board service contract that has been extended with effect from January 1, 2016. Thus, all Executive Board service contracts are now compliant with the recommendations of the Code.
Definition of the target level of provision (section 4.2.3 subsection 3)
For Executive Board members of adidas AG initially appointed on or after October 1, 2013 and for Executive Board members to be appointed in future, the hitherto defined benefit pension plans were converted to defined contribution pension plans with retroactive effect from January 1, 2015. Due to their structure, the defined contribution pension plans do not aim to reach a defined target level of provision. In the view of the Supervisory Board, the new pension plan arrangement leads to a higher degree of control and future planning capability with regard to the company’s expenses for pension plans.
The pension plans of the Executive Board members initially appointed on or before September 30, 2013 will remain defined benefit pension plans. Thus, the deviation declared above does not apply to the entire Executive Board of adidas AG.
Specification of a regular limit of length of membership for Supervisory Board members (section 5.4.1 subsection 2 sentence 1)
In accordance with section 5.4.1 subsection 2 sentence 1 of the Code, the Supervisory Board has specified concrete objectives for its composition. However, it has not specified a regular limit of length of membership for Supervisory Board members. The Supervisory Board is of the opinion that a general limit would not take into consideration specific factors which might justify an extended length of membership of individual Supervisory Board members in the interest of the company and from the point of view of those entitled to elect members to the Supervisory Board.
Herzogenaurach, February 15, 2016
For the Executive Board For the Supervisory Board
- Chief Executive Officer - - Chairman of the Supervisory Board -
signed Herbert Hainer signed Igor Landau
2015
CHANGED DECLARATION OF COMPLIANCE 2015
Intra-year change to the DECLARATION made BY THE EXECUTIVE BOARD AND SUPERVISORY BOARD OF ADIDAS AG PURSUANT TO § 161 GERMAN STOCK CORPORATION ACT (AKTIENGESETZ – AKTG) ON THE GERMAN CORPORATE GOVERNANCE CODE
The Executive Board and Supervisory Board of adidas AG issued their last Declaration of Compliance pursuant to § 161 AktG on February 12, 2015. In addition to the deviations declared in the Declaration of Compliance dated February 12, 2015, the Executive Board and Supervisory Board declare the following deviation:
Pursuant to section 4.2.3 subsection 3, for pension plans, the Supervisory Board shall establish the pension level aimed for in each case – also considering the length of time for which the individual has been an Executive Board member – and take into account the resulting annual and long-term expense for the company.
Up until now, a defined benefit pension plan has been in place for the Executive Board members of adidas AG. On November 4, 2015, the Supervisory Board resolved to retroactively change the pension plans for Executive Board members of adidas AG initially appointed after October 1, 2013 from the current defined benefit pension plan to a defined contribution pension plan with effect from January 1, 2015. This shall also apply to Executive Board members appointed in future. The Executive Board members under the scope of this new pension plan are thus subject to a defined contribution pension plan which, due to its structure, does not aim to reach a defined target pension level.
In practice, there is a growing trend to switch to defined contribution pension plans. In the view of the Supervisory Board, the new pension plan leads to a higher degree of control and future planning capability with regard to the company’s expenses for the pension plan and thus also to a higher degree of transparency.
The pension plans of the Executive Board members initially appointed on or before September 30, 2013 will not be switched to defined contribution pension plans. Thus, the deviation declared above does not apply to the entire Executive Board of adidas AG.
Herzogenaurach, November 4, 2015
For the Executive Board For the Supervisory Board
- Chief Executive Officer - - Chairman of the Supervisory Board -
signed Herbert Hainer signed Igor Landau
Declaration of Compliance 2015
Declaration by the Executive Board and Supervisory Board
of adidas AG pursuant to § 161 German Stock Corporation Act (Aktiengesetz – AktG) on the German Corporate Governance Code
The Executive Board and Supervisory Board of adidas AG issued their last Declaration of Compliance pursuant to § 161 AktG on February 13, 2014. For the period from the publication of the last Declaration of Compliance up to September 30, 2014, the following Declaration refers to the German Corporate Governance Code (hereinafter referred to as the “Code”) as amended on May 13, 2013. For the period as of October 1, 2014, the following Declaration refers to the recommendations of the Code as amended on June 24, 2014, which was published in the Federal Gazette on September 30, 2014.
The Executive Board and Supervisory Board of adidas AG declare that the recommendations of the “Government Commission on the German Corporate Governance Code” have been and are met with the following deviations:
Capping overall compensation and variable compensation components (section 4.2.3 subsection 2 sentence 6)
We follow the recommendations of the Code in all contracts that have been newly concluded or extended since the issuance of the last Declaration of Compliance, and we intend to follow the recommendations in the future as well when contracts are extended or newly concluded. The company cannot, however, unilaterally interfere with existing contracts, nor would such interference be in line with the principle of contractual fidelity.
Agreeing severance payment caps when concluding Executive Board service contracts (section 4.2.3 subsection 4)
We believe that for contracts with a term of up to three years the short contractual term agreed in connection with further contractual provisions offers sufficient protection from inappropriate severance payments. Nevertheless, we have agreed on a severance cap in accordance with the recommendations of the Code for all contracts that have been newly concluded or extended since the issuance of the last Declaration of Compliance, and we intend to follow the recommendations in the future as well when contracts are extended or newly concluded.
Disclosure of shares held by the individual members of the Executive Board and Supervisory Board or financial instruments related thereto (section 6.3 sentence 1)
In the past, we have not reported the ownership of shares or related financial instruments on an individual basis for the members of the Boards if such ownership exceeded 1% of the shares issued by adidas AG. Henceforth, we will observe this recommendation of the Code and report accordingly in the Corporate Governance Report.
Herzogenaurach, February 12, 2015
For the Executive Board For the Supervisory Board
- Chief Executive Officer - - Chairman of the Supervisory Board -
signed Herbert Hainer signed Igor Landau
2014
DECLARATION OF COMPLIANCE 2014
DECLARATION BY THE EXECUTIVE BOARD AND SUPERVISORY BOARD OF ADIDAS AG PURSUANT TO § 161 GERMAN STOCK CORPORATION ACT (AKTIENGESETZ - AKTG) ON THE GERMAN CORPORATE GOVERNANCE CODE
The Executive Board and Supervisory Board of adidas AG issued their last Declaration of Compliance pursuant to § 161 AktG on February 13, 2013. For the period from the publication of the last Declaration of Compliance up to June 10, 2013, the following Declaration refers to the German Corporate Governance Code (hereinafter referred to as the “Code”) as amended on May 15, 2012. For the period as of June 11, 2013, the following Declaration refers to the recommendations of the Code as amended on May 13, 2013, which was published in the Federal Gazette on June 10, 2013.
The Executive Board and Supervisory Board of adidas AG declare that the recommendations of the “Government Commission on the German Corporate Governance Code” have been and are met with the following deviations:
Capping overall compensation and variable compensation components (section 4.2.3 subsection 2 sentence 6 new version)
The service contracts of the Executive Board members existing at the time of this Declaration are capped regarding not only the fixed compensation but also the variable compensation components. They do not, however, stipulate a further separate cap for any potential special bonus granted at the discretion of the Supervisory Board. In our opinion, compensation components granted at the discretion of the Supervisory Board do not require a cap. Nevertheless, we intend to make a corresponding amendment to the service contracts as of their respective extension or upon conclusion of a new contract. The company cannot unilaterally interfere with existing contracts, nor would such interference be in line with the principle of contractual fidelity.
Agreeing severance payment caps when concluding Executive Board service contracts (section 4.2.3 subsection 4)
In accordance with the recommendations of the Code, contracts with a term of more than three years provide for a severance payment cap. We believe that for contracts with a term of up to three years the short contractual term agreed in connection with further contractual provisions offers sufficient protection from inappropriate severance payments. Hence, no formal severance payment cap is planned.
Disclosure of the shares held by the individual members of the Executive Board and Supervisory Board or financial instruments related thereto (section 6.3 sentence 1 new version)
Insofar as no further statutory obligations exist, we report the ownership of shares or related financial instruments if it exceeds 1% of the shares issued by adidas AG, but we do not report this on an individual basis for the members of the Boards. Instead, we publish the total holdings of all members of the Executive Board and all members of the Supervisory Board separately in order to safeguard the Board members’ protectable interests.
Herzogenaurach, February 13, 2014
For the Supervisory Board For the Executive Board
- Chairman of the Supervisory Board - - Chief Executive Officer -
signed Igor Landau signed Herbert Hainer
2013
DECLARATION OF COMPLIANCE 2013
Declaration by the Executive Board and Supervisory Board of adidas AG pursuant to § 161 German Stock Corporation Act (Aktiengesetz - AktG) on the German Corporate Governance Code
The Executive Board and Supervisory Board of adidas AG issued their last Declaration of Compliance pursuant to § 161 AktG on February 13, 2012. For the period from the publication of the last Declaration of Compliance up tp June 15, 2012, the following Declaration refers to the German Corporate Governance Code (hereinafter referred to as the “Code”) as amended on May 26, 2010. For the period as of June 16, 2012, the following declaration refers to the recommendations of the Code as amended on May 15, 2012, which was published in the Federal Gazette on June 15, 2012.
The Executive Board and Supervisory Board of adidas AG declare that the recommendations of the “Government Commission on the German Corporate Governance Code” have been and are met with the following deviations:
Agreeing severance payment caps when concluding Executive Board service contracts (section 4.2.3 subsection 4)
In accordance with the recommendations of the Code, contracts with a term of more than three years provide for a severance payment cap. We believe that for contracts with a term of up to three years the short contractual term agreed in connection with further contractual provisions offers sufficient protection from inappropriate severance payments. Hence, no formal severance payment cap is planned.
Compensation of the Supervisory Board (section 5.4.6 subsection 2 old version)
In order to ensure the independence of the Supervisory Board in their supervisory functions, the members of the Supervisory Board do not receive any performance-related compensation.
This no longer counts as a deviation from the Code, as the recommendation regarding performance-related Supervisory Board compensation no longer exists as a recommendation in the new version of the Code dated May 15, 2012.
Disclosure of the shares held by the individual members of the Executive Board and Supervisory Board or financial instruments related thereto
(section 6.6 sentence 1)
Insofar as no further statutory obligations exist, we report the ownership of shares or related financial instruments if it exceeds 1% of the shares issued by adidas AG, but we do not report this on an individual basis for the members of the Boards. Instead, we publish the total holdings of all members of the Executive Board and all members of the Supervisory Board separately in order to safeguard the Board members’ protectable interests.
Herzogenaurach, February 13, 2013
For the Supervisory Board For the Executive Board
- Chairman of the Supervisory Board - - Chief Executive Officer -
signed Igor Landau signed Herbert Hainer
2012
DECLARATION OF COMPLIANCE 2012
Declaration by the Executive Board and Supervisory Board of adidas AG pursuant to § 161 German Stock Corporation Act (Aktiengesetz - AktG) on the German Corporate Governance Code
The Executive Board and Supervisory Board of adidas AG issued their last Declaration of Compliance pursuant to § 161 AktG on February 11, 2011. For the period from the publication of the last Declaration of Compliance, the following Declaration refers to the German Corporate Governance Code (hereinafter referred to as the “Code”) as amended on May 26, 2010, which was published in the electronic Federal Gazette on July 2, 2010.
The Executive Board and Supervisory Board of adidas AG declare that the recommendations of the “Government Commission on the German Corporate Governance Code” have been and are met with the following deviations:
Agreeing severance payment caps when concluding Executive Board service contracts (section 4.2.3 subsection 4)
In accordance with the recommendations of the Code, contracts with a term of more than three years provide for a severance payment cap. We believe that for contracts with a term of up to three years the short contractual term agreed in connection with further contractual provisions offers sufficient protection from inappropriate severance payments. Hence, no formal severance payment cap is planned.
Number of mandates of an Executive Board member (section 5.4.5 sentence 2)
In the past, Chief Executive Officer Herbert Hainer has held four non-Group supervisory board or supervisory body mandates with similar requirements. With effect from February 28, 2011, Herbert Hainer has resigned from his position at Engelhorn KGaA. Consequently, as of March 1, 2011, all Executive Board members meet the recommendation of the Code.
Compensation of the Supervisory Board (section 5.4.6 subsection 2)
In order to ensure the independence of the Supervisory Board in their supervisory functions, the members of the Supervisory Board do not receive any performance-related compensation.
Disclosure of the shares held by the individual members of the Executive Board and Supervisory Board or financial instruments related thereto (section 6.6 sentence 1)
Insofar as no further statutory obligations exist, we report the ownership of shares if it exceeds 1 % of the shares issued by adidas AG, but we do not report this on an individual basis for the members of the Boards. Instead, we publish the total holdings of all members of the Executive Board and all members of the Supervisory Board separately in order to safeguard the Board members’ protectable interests.
Herzogenaurach, February 13, 2012
For the Supervisory Board For the Executive Board
- Chairman of the Supervisory Board - - Chief Executive Officer -
signed Igor Landau signed Herbert Hainer