Financial Report and Registration Document 2010 - Groupe Seb

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4 NOTES COMPANY FINANCIAL STATEMENTS TO THE COMPANY FINANCIAL STATEMENTS NOTE 14 PENSION AND OTHER POST-EMPLOYMENT BENEFIT OBLIGATIONS Thierry de La Tour d’Artaise participates in the top-hat pension scheme for French members of the Group Executive and Management Committees. This scheme is in addition to the statutory pension plans and comprises a defined contribution plan (known as the “Article 83” plan) supplemented by a defined benefit plan: a top-hat plan, subject to seniority conditions and provided the executive is still with the Company. It is designed to ensure a total replacement rate in addition to the statutory plans by providing up to 25% of the reference compensation, calculated as the average of the target compensation for the final three years; a supplementary benefi t plan, also subject to seniority conditions and provided the executive is still with the Company. Its entitlements vest at an annual rate of 0.8% of the reference compensation, calculated as the average of the target compensation for the fi nal three years. The plan is capped at a maximum of 20 years, i.e. 16% of the reference compensation. To qualify for the defined benefit plan, Group executives must have been a member of the Executive or Management Committee for at least eight years. The scheme is capped at 41% of the reference compensation (including pensions paid under statutory plans). On 19 March 2010, the Board of Directors decided to cap the reference compensation that serves as the basis for calculation to 36 times the annual Social Security ceiling on the date of retirement. The Group’s objective is to fund the entire benefi t obligation by making regular top-up contributions to an external fund. Payments have been made to the fund since 2008. TERMINATION BENEFITS 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 office is due to expire. NOTE 15 UNRECOGNISED DEFERRED TAXES At 31 December 2010, the Company had an unrecognised deferred tax asset of €1.4 million (€0.9 million at 31 December 2009), corresponding to nondeductible provision charges and unrealised exchange gains deductible in the following year. 130 FINANCIAL REPORT AND REGISTRATION DOCUMENT 2010 GROUPE SEB
4 COMPANY FINANCIAL STATEMENTS NOTES TO THE COMPANY FINANCIAL STATEMENTS NOTE 16 STOCK OPTION PLANS Information about stock option plans at 31 December 2010 is provided below: At 31 December 2010 Type of option Option grant date*** Option exercise date Number of options** Option expiry date Granted Exercised Cancelled Outstanding Exercise price** (in €) Existing shares 19/04/2002 19/04/2006 19/04/2010 417,450 396,000 21,450 0 27.88 Existing shares 17/10/2002 17/10/2006 17/10/2010 598,125 488,895 109,230 0 25.15 Existing shares 18/06/2003 18/06/2007 18/06/2011 612,150 544,824 27,730 39,596 24.24 Existing shares 18/06/2004 18/06/2008 18/06/2012 539,100 308,104 17,400 213,596 31.67 Existing shares 08/04/2005 08/04/2009 08/04/2013 554,700 376,267 20,100 158,333 28.00 Existing shares 16/06/2006 16/06/2010 16/06/2014 589,798 294,594 14,707 280,497 29.33 Existing shares 20/04/2007 20/04/2011 20/04/2015 579,150 0 8,100 571,050 44.00 Existing shares 13/05/2008 13/05/2012 13/05/2016 1,005,900 0 17,700 988,200 38.35 Existing shares 12/06/2009 12/06/2013 12/06/2017 371,300 0 1,050 370,250 28.05 Existing shares 18/06/2010 18/06/2014 18/06/2018 412,592 0 0 412,592 53.86 TOTAL* 5,680,265 2,408,684 237,467 3,034,114 * Of which, movements in 2010 412,592 1,153,549 36,452 (777,409) Total options to purchase existing shares 5,680,265 2,408,684 237,467 3,034,114 Total options to purchase new shares 0 0 0 0 ** The number of options and the exercise price for plans prior to 16 June 2008 were adjusted following the three-for-one stock split that took place on 16 June 2008. *** The grant date corresponds to the date of the Board Meeting when the option grants were decided. 4 GROUPE SEB FINANCIAL REPORT AND REGISTRATION DOCUMENT 2010 131
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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 BUSINESS SECTO
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1 GROUPE SEB IN 2010 INDUSTRIAL STR
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1 GROUPE SEB IN 2010 SOCIAL PERFORM
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CORPORATE GOVERNANCE 2 CORPORATE GO
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2 CORPORATE GOVERNANCE ORGANIZATION
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2 CORPORATE GOVERNANCE STATUTORY AU
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CONSOLIDATED FINANCIAL STATEMENTS 3
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3 CONSOLIDATED FINANCIAL STATEMENTS
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