Financial Report and Registration Document 2010 - Groupe Seb

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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
3 CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Renegotiation of the syndicated loan The unused €456.1 million syndicated loan due in 2011 was renegotiated with the banking pool, which comprises BNP Paribas, Citibank, Commerzbank, Crédit Agricole, HSBC, Natixis and Société Générale. The new loan has a nominal amount of €560 million and a five-year term. Acquisition of an additional interest in Supor Groupe SEB, which already owned 51.3% of Chinese company Supor, has decided to acquire an additional 20% from the founder shareholders. The Group has signed an agreement to purchase 115,450,400 Supor shares at RMB 30 per share, making a total of RMB 3,464 million (approximately €385 million). The deal was approved by Supor’s Board of Directors on 16 February and will be submitted to Supor’s shareholders for approval at a General Meeting scheduled for 4 March 2011. Groupe SEB will then have to obtain approval from the Chinese authorities, notably the MOFCOM and the CSRC. The entire process could take several months. To the best of Groupe SEB’s knowledge, no other significant event has taken place since 31 December 2010 that would have a material impact on the Group’s consolidated financial statements. NOTE 32 LIST OF CONSOLIDATED COMPANIES AT 31 DECEMBER 2010 (SHOWING THE % INTEREST HELD BY THE GROUP) 32.1. FULLY CONSOLIDATED COMPANIES Company Core business (b) Headquarters Siren no. % control % interest FRANCE SEB S.A. (a) Parent company France 300 349 636 Calor S.A.S. (a) * France 956 512 495 100 100 S.A.S. SEB (a) * France 302 412 226 100 100 Tefal S.A.S. (a) * France 301 520 920 100 100 Rowenta France S.A.S. (a) * France 301 859 880 100 100 Groupe SEB Moulinex S.A.S. (a) * France 407 982 214 100 100 SIS S.A.S. (a) *** France 399 014 216 100 100 SEB Développement S.A.S. (a) *** France 16 950 842 100 100 Groupe SEB France S.A.S. (a) ** France 440 410 637 100 100 Groupe SEB Retailing (a) ** France 440 410 884 100 100 SEB Internationale SAS (a) Holding company France 301 189 718 100 100 Groupe SEB Export (a) ** France 421 266 271 100 100 3 OTHER EU COUNTRIES Rowenta Werke GmbH * Germany 100 100 Krups GmbH ** Germany 100 100 Groupe SEB Deutschland GmbH ** Germany 100 100 Rowenta Deutschland GmbH Holding company Germany 100 100 SEB Osterreich HmbH ** Austria 100 100 Groupe SEB Belgium S.A. NV ** Belgium 100 100 Groupe SEB Nordik AS ** Denmark 100 100 Groupe SEB Iberica S.A. ** Spain 100 99.8 Groupe SEB UK Ltd. ** United Kingdom 100 100 Tefal UK Dormant United Kingdom 100 100 Groupe SEB Hellados S.A. ** Greece 100 100 Groupe SEB Italia SpA ** Italy 100 100 Lagostina SpA * Italy 100 100 Casa Lagostina s.r.l. ** Italy 100 100 Groupe SEB Nederland BV ** Netherlands 100 100 Rowenta Invest BV Holding company Netherlands 100 100 Groupe SEB Portugal Ltd. ** Portugal 100 99.9 (a) A member of the French tax group. (b) Core business: * Manufacturing, sales and marketing; ** Sales and marketing; *** Service. GROUPE SEB FINANCIAL REPORT AND REGISTRATION DOCUMENT 2010 113
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FINANCIAL REPORT AND REGISTRATION D
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GROUP PROFILE AND KEY FIGURES 2010
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GROUPE SEB IN 2010 1 GROUPE SEB IN
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1 GROUPE SEB IN 2010 MILESTONES IN
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1 GROUPE SEB IN 2010 RISK MANAGEMEN
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1 GROUPE SEB IN 2010 SOCIAL PERFORM
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1 GROUPE SEB IN 2010 ENVIRONMENT PE
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CORPORATE GOVERNANCE 2 CORPORATE GO
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2 CORPORATE GOVERNANCE ORGANIZATION
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2 CORPORATE GOVERNANCE CHAIRMAN’S
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CONSOLIDATED FINANCIAL STATEMENTS 3
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NOTES GROUPE SEB FINANCIAL REPORT A
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FINANCIAL AGENDA 2011 26 APRIL AFTE
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