ANNUAL REPORT 2011 REGISTRATION DOCUMENT - Saft

4 Report
CORPORATE GOVERNANCE
of the Chairman of the Supervisory Board
� distribution of attendance fees amongst the members of
the Supervisory Board: considering the current number of
members on the Supervisory Board and the involvement
of each in the various activities of the Board and of its
Committees, the Board decided not to alter the procedures
for setting the attendance fees for its members, which are
paid on a fl at-fee basis.
b) Limitations placed on the Management
Board’s powers by the Supervisory Board
The Management Board has the broadest powers to act in all
circumstances in the name of Saft Groupe SA regarding all
matters falling within the scope of the Company’s corporate
purpose, except for powers reserved by law for other persons
or bodies.
However, the Company’s articles of association and the
Supervisory Board bylaws stipulate that certain decisions
require the prior approval of the Supervisory Board in the
following matters:
� disposals of properties and shareholdings, and granting of
guarantees;
� investments or divestments changing the Group’s scope of
consolidation;
� investments relating to an acquisition or any commitment
over and above a certain amount;
� issuance of bonds, and the implementation of any
authorisation in this area.
In addition, any forecasts, management documents and related
analytical reports drawn up by the Management Board must
be provided to the Supervisory Board.
c) Statutory provisions governing
shareholders’ participation in the Annual
General Meeting
Shareholders’ participation in the Annual General meetings is
governed by articles 13, 14 and 22 of the Company’s articles
of association. The articles of association can be consulted on
the website www.saftbatteries.com under the section “Investor
Centre/Shareholder information”.
d) Principles and rules adopted to determine
the remuneration and benefits of any kind
granted to the corporate officers
The fi xing of the remuneration of the Company’s Management
Board members is the responsibility of the Supervisory Board,
which bases itself on the opinions and recommendations of the
Remuneration and Appointments Committee.
Supervisory Board members
No remuneration other than attendance fees is paid to
Supervisory Board members. For 2011, an overall maximum
amount of €200,000 in attendance fees was approved by
the Combined Ordinary and Extraordinary General Meeting
on 4 May 2011. This amount is unchanged from the 2010
fi nancial year.
98 / SAFT - ANNUAL REPORT 2011
Following a proposal by the Remuneration and Appointments
Committee, the Supervisory Board has, in accordance with
article L. 225-83 of the French Commercial Code, determined
the following individual and fl at-fee attendance fee amounts for
the 2011 fi nancial year:
� Yann Duchesne, Chairman: €50,154 (€48,693 in 2010);
� Charlotte Garnier-Peugeot: €21,877;
� Bruno Angles, Jean-Marc Daillance and Ghislain Lescuyer:
€33,437 each (€32,462 in 2010).
The total amount of attendance fees paid during the 2011
fi nancial year thus amounted to €151,247.
Management Board members
The membership of the Management Board, which includes
fi ve members, was as follows as of 31 December 2011:
� John Searle, Chairman;
� Thomas Alcide;
� Bruno Dathis;
� Xavier Delacroix;
� Elizabeth Ledger.
The remuneration of the Chairman and of members of the
Management Board is set by the Supervisory Board, based
on proposals from the Remuneration and Appointments
Committee, in accordance with the principles set out in the
Afep-Medef Code of Corporate Governance.
The remuneration comprises a fi xed annual portion, set on the
basis of the level of responsibilities and experience of each
member and with reference to market practices.
It also includes a variable portion based on the Group’s
fi nancial performance objectives: For the 2011 fi nancial year,
these objectives were based on the following criteria: revenue
growth, the EBITDA margin as a percentage of revenue
(EBITDA is defined as operating profit before amortisation
and depreciation, restructuring costs and other income and
expenses) and the level of operating working capital at the end
of each quarter, as measured at the level of the Consolidated
Financial Statements of Saft Groupe SA. The weight of each
quantitative criterion in calculating the variable remuneration of
Management Board members is identical. The expected level
of achievement of the quantitative targets set for managers
has been defi ned in a precise manner. The Supervisory Board
considers that this information should remain confi dential. The
amount of the variable portion is based solely on quantitative
criteria. The ratio of variable remuneration to fi xed remuneration
is not the same for all Management Board members. This
information is set out in section 4.2 “Remuneration and
shareholding of the Management and Supervisory Board
members” of this Annual Report.
The Chairman and members of the Management Board all
benefi t from a vehicle, with the cost of rental and use of such
vehicle being borne by the Company.