Financial Report and Registration Document 2010 - Groupe Seb

3 NOTES
CONSOLIDATED FINANCIAL STATEMENTS
TO THE CONSOLIDATED FINANCIAL STATEMENTS
30.2. MANAGEMENT REMUNERATION AND BENEFITS
Details of members of the Board of Directors and the Executive Committee, including members who retired in 2010, are provided in the corporate governance
section of this document. The following table provides an analysis of the remuneration and benefi ts paid to the members of the Board of Directors and
the Executive Committee in 2010, 2009 and 2008:
(in € millions) 2010 2009 2008
SHORT-TERM BENEFITS
Fixed remuneration 2.5 2.7 2.4
Variable remuneration 2.0 2.1 2.5
Directors’ fees 0.4 0.4 0.4
OTHER BENEFITS
Post-employment benefits 1.7 2.4 2.0
Share-based payments (stock options) 2.0 2.7 1.8
TOTAL 8.6 10.3 9.1
Thierry de La Tour d’Artaise will not be entitled to any compensation for loss
of office when he ceases to be a corporate officer.
His employment contract, signed when he joined the Group in 1994 and last
amended when he was appointed Chief Executive Officer, was suspended
on 1 March 2005 for the duration of his term as corporate officer.
In the same way as for other Executive Committee members, the contract
stipulates that in the event of termination of his employment contract at
Groupe SEB’s initiative, except as a result of gross negligence or serious
misconduct, or at his own initiative following a change of control of Groupe
SEB, Thierry de La Tour d’Artaise will be eligible for a total termination benefit
equal to two years’ remuneration. Following adoption of France’s TEPA Act,
an addendum to this contract was signed making the termination benefit
subject to performance conditions. The revised contract stipulates that the
termination benefit, set at a maximum of two years’ gross salary and bonus,
will be adjusted based on actual performance in relation to targets over
Thierry de La Tour d’Artaise’s last four years of service, as follows:
if average actual performance falls short of the targets by 50% or more,
no termination benefit will be paid.
if average actual performance represents 50% to 100% of the targets,
between 75% and 100% of the termination benefit will be paid.
if average actual performance exceeds the targets, the termination benefit
will be paid in full.
The Board of Directors may, at its discretion, reduce the termination benefit
by as much as 50% if the Group reports a loss for the year preceding the
one in which Thierry de La Tour d’Artaise is removed from office, provided
that the termination benefi t does not represent less than his salary and
bonus for his final year of service if average actual performance is at least
equal to 50% of targets.
His employment contract does not contain any no-compete clause.
Thierry de La Tour d’Artaise was re-appointed on 13 May 2008. In accordance
with the October 2008 AFEP-MEDEF Code, the Board of Directors therefore
decided to review the situation in 2012, when his term of offi ce is due
to expire.
NOTE 31
SUBSEQUENT EVENTS
Acquisition of the Imusa Group
Following approval by Colombian competition authorities in early December,
Groupe SEB signed a contract on 17 December 2010 with the main
shareholders of Colombia-based Imusa to acquire a majority interest in the
Company.
Specialised in small household equipment, Imusa manufactures and markets
cookware, which accounts for two-thirds of its sales, as well as plastic food
containers and household products. The Company holds forefront positions
in Colombia and has expanded its business to foreign markets, in particular
other Latin American countries and the United States.
In 2010, Imusa reported €89 million in revenue, an increase of more than
30% compared with 2009 at constant exchange rates.
Because Imusa is listed on the Bogota Stock Exchange, albeit with a narrow
market and a small float representing around 6% of the shares, a delisting
offer has been initiated at the conclusion of which Groupe SEB expects to
hold at least 94.17% of the Company’s capital.
Given the time required to comply with stock market regulations, the
transaction should be completed at end February 2011. It had no impact
on the 2010 consolidated financial statements.
Sale of Plant 3 in Brazil
In August 2008, Groupe SEB do Brasil signed an agreement to sell Plant 3
in São Paulo, Brazil. The sale was conditional upon the Group providing the
purchaser with a decontamination certificate. The site was decontaminated
in 2009 and 2010.
On 4 February 2011, Groupe SEB do Brasil received a partial payment
of €14.8 million in respect of the sale. The balance of €1.8 million
has been retained by the purchaser in guarantee of full and complete
decontamination of the surrounding land. The site’s carrying amount,
including decontamination expenses, was €3.2 million at 31 December 2010.
The capital gain will therefore amount to €14.8 million and will be recognised
in the 2011 financial statements.
112 FINANCIAL REPORT AND REGISTRATION DOCUMENT 2010 GROUPE SEB