ANNUAL REPORT 2011 REGISTRATION DOCUMENT - Saft

CORPORATE
GOVERNANCE
4
4.1 Management
and Supervisory Boards 80
4.1.1 Management Board 80
4.1.2 Supervisory Board 82
4.1.3 Management Committee 85
4.1.4 Corporate governance repository 85
4.1.5 Disclosures concerning Management and
Supervisory Board members 85
4.2 Remuneration and shareholding
of the Management and
Supervisory Board members 86
4.2.1 Remuneration of Management Board members 86
4.2.2 Remuneration paid to Supervisory Board members 89
4.2.3 Stock options allocated by the issuer during 2011
to each member of the Management Board 89
4.2.4 Stock options exercised during the 2011 fi nancial
year by Management Board members 89
4.2.5 Performance shares granted to management 89
4.2.6 History of stock options granted 90
4.2.7 Information on employment contracts, pension
plans and termination compensation for members
of the Management Board 92
4.2.8 Shares held by management in the Company’s
share capital as of 31 December 2011 93
4.2.9 Transactions in Company shares by management
and persons in a similar position 93
4.3 Report of the Chairman
of the Supervisory Board 94
4.3.1 Corporate Governance 94
4.3.2 Risk management and Internal Control procedures 100
4.4 Statutory Auditors’ Report
on Saft Groupe SA Chairman’s
Report 104
4.5 Main provisions of the
Supervisory Board bylaws 105
4.5.1 Preparation and organisation
of Supervisory Board meetings 105
4.5.2 Duties and responsibilities
of Supervisory Board members 107
SAFT - ANNUAL REPORT 2011 / 79