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Excerpts Contd...
Avoiding conflict of Interest
The EB&SB members were required to act in the best interests of the Group and were not allowed to pursue personal interests in their decisions. Each member of the EB was required to disclose any potential conflicts of interest to the SB without delay and to inform the other members of the EB accordingly...
Confidentiality and insider trading rules
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Members of the adidas Boards were bound to observe secrecy on confidential data of the Group. EB&SB members were required to follow German law on securities trading. This meant that they were not allowed to disclose insider information or utilize it to acquire or dispose off adidas's shares on their own account or on behalf of any other person...
D&O Policy in place for adidas Board Members
Members of the EB&SB were required to comply with principles of proper corporate management. If they culpably violated these principles, they were liable to adidas for damages...
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Disclosures
adidas believed it was important to encourage an open dialog with the financial community and ensure fair and equal treatment of its shareholders. To offer more uniformity and hence more transparency and facilitate comparison with its major competitors, adidas prepared its consolidated financial statements in accordance with the International Financial Reporting Standards (IFRS)...
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Compliance with the German Corporate Governance Code (GCGC)
The GCGC had been implemented in February 2002, to make Germany's corporate governance rules transparent to both domestic and international investors. adidas believed it complied with the GCGC recommendations and suggestions with the following exceptions:
• adidas D&O liability insurance did not include a deductible for EB&SB members under the Corporate Governance Code... |
Exhibits
Exhibit I: Financial Highlights
Exhibit II: Segment Information (€ in millions)
Exhibit III: Supervisory Board
Exhibit IV: Executive Board
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