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nomic situation, including its net assets, financial position and results of operations, and
all key decisions and resolutions involving the Group in the four meetings it has held. All
members attended the meetings. The Managing Directors have informed the Administrative
Board regularly, comprehensively, and in a timely manner regarding the implementation
of all decisions and regarding all major business transactions.
The Administrative Board discussed all of the Company’s key business transactions,
based on the reports by the Managing Directors and the committees, and presented its
own ideas. The Administrative Board verified all of these explanations using the supporting
documents submitted. Any deviations from business performance based on the specifications
that have been given to the Managing Directors by the Administrative Board have
been explained by the Managing Directors to the Administrative Board. The Administrative
Board was involved in all key decisions from an early stage. In addition, the Chairman
of the Administrative Board and other members of the Administrative Board maintained,
and continue to maintain, regular verbal or written contact with the Managing Directors.
Focus on managerIal, monItorIng anD aDvIsorY actIvItIes At each individual
Administrative Board meeting, in addition to the ongoing business development,
there were numerous topics on the agenda that the Administrative
Board discussed extensively with the Managing Directors. These discussions did
not give rise to any doubts that the Managing Directors were managing the Group
in anything other than a lawful and proper manner.
In the last PUMA SE financial year, the focus was primarily on the following topics:
Audit and approval of the 2011 annual financial statements
Setting the agenda for the regular 2012 Annual General Meeting
Corporate Governance, compliance and the internal control system
Transformation and cost reduction program
Sustainability program and PUMA Vision
PUMA re-engineering and process optimization
Ongoing business development
2013 corporate planning and medium-term planning, including capital expenditures
Dividend policy
Management and MD human resources related topics
To address these topics, the Administrative Board reviewed the Company’s financial reports
and records.
The Administrative Board established various committees to perform its duties and
receives regular reports on their work.
PUMA BUsiness And sUstAinABility RePoRt 2012
executIve commIttee In 2012 the Executive Committee was composed of Jochen Zeitz
(Member and Chairman until 11/30/2012), Michel Friocourt, Martin Köppel and Thore Ohlsson
(Member and Chairman starting on 12/1/2012). The Executive Committee organizes the
Administrative Board meetings and makes decisions when instructed by the Administrative
Board to do so on its behalf.
personnel commIttee In 2012, the Human Resources Committee was composed of
François-Henri Pinault (Chairman), Jochen Zeitz (Member until 11/30/2012), Bernd Illig and
Jean-François Palus (Member as of 12/1/2012). The Human Resources Committee meets in
conjunction with the Administrative Board meetings. The main areas of focus of the Human
resources Committee are matters relating to the Managing Directors, plus the preparation
of changes to their contract terms and compensation, succession planning for Managing
Directors, recruiting and retaining talent within the Company, securing the employee base
and long-term incentives for employees and executives.
auDIt commIttee In 2012, the Audit Committee was composed of the following Administrative
Board members: Thore Ohlsson (Chairman), Jean-François Palus, Bernd Illig
(Member until 7/25/2012) and Guy Buzzard (Member as of 7/26/2012). In particular, the
Audit Committee is responsible for accounting issues and monitoring the accounting process,
the effectiveness of the internal control system, the risk management system, internal
audits, compliance and the statutory audit of the financial statements, with particular
regard to the required independence of the statutory auditors, issuing the audit mandate to
the statutory auditors, defining the audit areas of focus, any additional services to be performed
by the auditors and the fee agreement.
sustaInabIlItY commIttee In 2012, the Sustainability Committee was composed
of the following members: Jochen Zeitz (Member and Chairman until 11/30/2012), François-Henri
Pinault, Martin Köppel and Jean-François Palus (Member and Chairman as
of 12/1/2012). The Sustainability Committee is responsible for promoting PUMA.creative,
PUMA.safe and PUMA.peace as well as the principles of creativity, sustainability and peace
and an awareness of the need to act fairly, honestly, positively and creatively in every decision
made and every action taken.
nomInatIng commIttee Members of the Nominating Committee may only be representatives
of the shareholders in the Administrative Board. The Administrative Board chose
the following members of the Nominating Committee: François-Henri Pinault (Chairman
until 11/30/2012), Jochen Zeitz (Member until 11/30/2012), Grégoire Amigues (Member until