ANNUAL REPORT 2011 REGISTRATION DOCUMENT - Saft

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4 Statutory CORPORATE GOVERNANCE Auditors’ Report on Saft Groupe SA Chairman’s Report 4.4 STATUTORY AUDITORS’ REPORT ON SAFT GROUPE SA CHAIRMAN’S REPORT This is a free translation into English of the Statutory Auditors’ report prepared in accordance with article L. 225-235 of the French Commercial Code, on the report prepared by the Chairman of the Supervisory Board of Saft Groupe SA, issued in the French language and is provided solely for the convenience of English speaking readers. This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France. Year ended 31 December 2011 Saft Groupe SA 12, rue Sadi-Carnot 93170 Bagnolet To the Shareholders, In our capacity as Statutory Auditors of Saft Groupe SA, and in accordance with article L. 225-235 of the French Commercial Code (Code de commerce), we hereby report to you on the report prepared by the Chairman of your Company in accordance with article L. 225-68 of the French Commercial Code for the year ended 31 December 2011. It is the Chairman’s responsibility to prepare, and submit to the Supervisory Board for approval, a report describing the internal control and risk management procedures implemented by the Company and providing the other information required by article L. 225-68 of the French Commercial Code (Code de commerce) in particular relating to corporate governance. It is our responsibility: � to report to you on the information set out in the Chairman’s report on Internal Control and risk management procedures relating to the preparation and processing of fi nancial and accounting information; � to attest that the report also includes the other information required by article L. 225-68 of the French Commercial Code (Code de commerce), it should be noted that it is not our responsibility to assess the fairness of this other information. We conducted our work in accordance with professional standards applicable in France. Information concerning the Internal Control and risk management procedures relating to the preparation and processing of fi nancial and accounting information The professional standards require that we perform procedures to assess the fairness of the information on Internal Control and risk management procedures relating to the preparation and processing of fi nancial and accounting information set out in the Chairman’s report. These procedures mainly consisted of: � obtaining an understanding of the Internal Control and risk management procedures relating to the preparation and processing of fi nancial and accounting information on which the information presented in the Chairman’s report is based, and of the existing documentation; � obtaining an understanding of the work performed to support the information given in the report and of the existing documentation; � determining if any material weaknesses in the Internal Control procedures relating to the preparation and processing of fi nancial and accounting information that we may have identifi ed in the course of our work are properly described in the Chairman’s report. On the basis of our work, we have nothing to report on the information in respect of the Company’s Internal Control and risk management procedures relating to the preparation and processing of the accounting and fi nancial information contained in the report prepared by the Chairman of the Supervisory Board in accordance with article L. 225-68 of the French Commercial Code (Code de commerce). 104 / SAFT - ANNUAL REPORT 2011
Other information 4 CORPORATE GOVERNANCE Main provisions of the Supervisory Board bylaws We attest that the Chairman of the Supervisory Board’s report sets out the other information required by article L.225-68 of the French Commercial Code. Neuilly-sur-Seine and Courbevoie, on 13 February 2012 The Statutory Auditors PricewaterhouseCoopers Audit Mazars Françoise Garnier Juliette Decoux 4.5 MAIN PROVISIONS OF THE SUPERVISORY BOARD BYLAWS Supervisory Board bylaws, in line with the recommendations of the Apef/Medef report were approved and implemented by the Supervisory Board at its meeting of 22 April 2005 and were subsequently modifi ed in 2006, 2010 and 2011. These bylaws are available on the Company’s website (www.saftbatteries.com). The main provisions of the bylaws are as follows: 4.5.1 PREPARATION AND ORGANISATION OF SUPERVISORY BOARD MEETINGS a) Strategic objectives The Supervisory Board makes decisions regarding the Company’s overall strategic, economic, social, fi nancial and technological objectives and ensures that they are implemented by management. Saft’s medium-term business strategy is defi ned in an annual business plan that is drawn up in draft form and presented by the Management Board to the Supervisory Board for approval. This draft business plan includes forecasts for Saft’s key operating and fi nancial indicators as well as a provisional annual budget. The Management Board is responsible for implementing the strategies set out in the business plan. The Management Board must obtain prior authorisation from the Supervisory Board before carrying out any acquisitions or divestments that would change the Group’s scope of consolidation. Prior approval from the Supervisory Board is also required for any investment made in connection with an external growth transaction, or any commitment representing over €30 million that is not included in the Company’s budget and does not correspond to a routine operating transaction. The Chairman or any other member of the Management Board must inform the Supervisory Board of any problem or any other factor that could affect the implementation of the strategies contained in the Group’s Business Plan. b) Information provided to members of the Supervisory Board All Supervisory Board members shall be provided with the agenda of Board meetings as well as any documents that will enable them to make fully informed decisions. At each Board meeting, the Chairman informs the members of the main signifi cant events relating to the Group that have occurred since the previous meeting. Any Supervisory Board member wishing to visit a Group site in order to obtain information required to carry out his or her duties should make a written request to the Chairman of the Management Board through the secretary of the Supervisory Board, stating the aim of the visit. SAFT - ANNUAL REPORT 2011 / 105
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THE FUTURE COMES FROM EXPERIENCE AN
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5 COMMENTS ON THE 2011 FINANCIAL YE
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19 SITES WORLDWIDE 16 MANUFACTURING
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FRANçOIS LINCk MARkETING MANAGER N
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What vision for lithium-ion? ANNE D
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What vision for renewable energy st
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What vision for the environment? CL
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OVERVIEW 2011 MESSAGE FROM THE CHAI
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“I am convinced the company’s p
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Limassol Moscow Port Washington Val
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JUNE ENERGY STORAGE FOR SEPTA The S
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EBITDA (in e million) 110.0 406.6 1
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35 30 25 20 STOCk MARkET INFORMATIO
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MANAGEMENT COMMITTEE Saft’s Manag
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ACTIVITIES INDUSTRIAL BATTERY GROUP
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ACTIVITIES INDUSTRIAL BATTERY GROUP
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“The role of batteries for teleco
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Saft launched the SRM+ compact solu
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ACTIVITIES SPECIALTY BATTERY GROUP
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“The company is strongly penetrat
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THE EXPERT EXPLAINS Each battery sy
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COMMITMENTS RESEARCH & DEVELOPMENT
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INNOVATION & COMMITMENTS RESEARCH &
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This is a very important next step
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INNOVATION & COMMITMENTS SUSTAINABL
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kEY EVENT Saft policy is to fully c
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FINANCIAL REPORT RISK FACTORS 53 SU
Page 55 and 56: RISK FACTORS 2.1 Risks related to t
Page 57 and 58: technologies, while maintaining a f
Page 59 and 60: of expertise and affect the Group
Page 61 and 62: 2.5 MARKET RISKS 2.5.1 RAW MATERIAL
Page 63 and 64: RISK FACTORS 2 Risks related to the
Page 65 and 66: 2.8 INSURANCE The Group has a polic
Page 67 and 68: SUSTAINABLE DEVELOPMENT 3 3.1 Envir
Page 69 and 70: 3.1 ENVIRONMENTAL RESPONSIBILITY Fo
Page 71 and 72: Type and amount of waste generated
Page 73 and 74: 3.1.10 RESOURCE CONSERVATION Sustai
Page 75 and 76: 3.2.3 HUMAN RESOURCE MANAGEMENT The
Page 77 and 78: 3.3 CORPORATE SOCIAL RESPONSIBILITY
Page 79 and 80: III. CONCLUSION Moderate assurance
Page 81 and 82: CORPORATE GOVERNANCE 4 4.1 Manageme
Page 83 and 84: A short presentation of each Manage
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Page 87 and 88: The members of the Committees are:
Page 89 and 90: CORPORATE GOVERNANCE 4 Remuneration
Page 93 and 94: No stock options were awarded to em
Page 97 and 98: During the 2011 fi nancial year, th
Page 99 and 100: In the course of its meetings, the
Page 101 and 102: The Chairman of the Management Boar
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Page 105: eceives the consistent accounting a
Page 109 and 110: 4.5.2 DUTIES AND RESPONSIBILITIES O
Page 111 and 112: COMMENTS ON THE 2011 FINANCIAL YEAR
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Page 117 and 118: 5.2.4 OTHER ACTIVITIES 5 COMMENTS O
Page 125 and 126: 2011 CONSOLIDATED FINANCIAL STATEME
Page 127 and 128: LIABILITIES 6 2011 CONSOLIDATED FIN
Page 129 and 130: 6 2011 CONSOLIDATED FINANCIAL STATE
Page 145 and 146: Risk management 6 2011 CONSOLIDATED
Page 153 and 154: Balance sheet by business segment A
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NOTE 8 GOODWILL 6 2011 CONSOLIDATED
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6 2011 CONSOLIDATED FINANCIAL STATE
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17.2 PUBLIC GRANTS RELATED TO RESUL
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6 Notes 2011 CONSOLIDATED FINANCIAL
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6 Statutory 2011 CONSOLIDATED FINAN
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7 Balance PARENT COMPANY CERTIFIED
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7 PARENT COMPANY CERTIFIED FINANCIA
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INFORMATION ABOUT THE COMPANY AND I
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8 INFORMATION ABOUT THE COMPANY AND
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ANNUAL GENERAL MEETING 9.1 Overview
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ANNUAL GENERAL MEETING 9 Statutory
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3. Services Agreement Type of agree
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ADDITIONAL INFORMATION 10 10.1 Docu
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ADDITIONAL INFORMATION10 Offi cers
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ADDITIONAL INFORMATION10 registrati
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ADDITIONAL INFORMATION10 Annual fi
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ADDITIONAL INFORMATION10 Cross-refe
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The information contained in the ma
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