Financial Report and Registration Document 2010 - Groupe Seb

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ANNUAL GENERAL MEETING
REPORT OF THE BOARD OF DIRECTORS ON THE RESOLUTIONS PROPOSED TO THE ANNUAL GENERAL MEETING OF 17 MAY 2011
AGREEMENT GOVERNED BY ARTICLE L. 225-42-1 OF THE FRENCH
COMMERCIAL CODE
Shareholders are invited to note that no related party agreements were signed in 2010, as observed in the Auditors’ special report on related party agreements.
BOARD OF DIRECTORS
The terms as director of Hubert Fèvre, Jacques Gairard and Cédric
Lescure, three members of the Founding Group, will expire at this General
Meeting and shareholders will be asked to re-elect them for a further
four-year term.
Mr. Fèvre, 46, is in charge of finance at the Banque Pasche Geneva after
having served in financial positions with different companies in London.
Mr. Gairard, 71, joined Groupe SEB in 1967 and served as Chairman and
Chief Executive Officer from 1990 à 2000.
Mr. Lescure, 43, is a veterinary surgeon.
DIRECTORS’ FEES
Directors fees have been set at an aggregate €420,000 since 2007. To reflect the presence of an additional member on the Audit Committee and on the
Nominations and Remuneration Committee, shareholders will be asked to increase these fees to an aggregate €450,000.
STOCK OPTIONS – PERFORMANCE SHARES
In order to provide an on-going incentive to key Group employees by
offering them an opportunity to share in the Group’s development and
results, shareholders will be asked to authorise the Board to grant stock
options exercisable for a number of shares not representing more than
1.3% of the Company’s capital, with a limit of 0.16% applicable to options
granted under the plan to the executive officer. In line with the AFEP-MEDEF
recommendations, a certain proportion of the options granted to the
executive offi cer and to Executive Committee members will be subject
to performance obligations related to growth in the Group’s revenue and
operating margin.
Shareholders will also be asked to authorise the Board to make stock
grants representing up to 0.325% of the Company’s share capital, in the
form of existing shares bought back for this purpose by the Company. The
grants would be made to all or some employees of the Company and its
subsidiaries, to certain categories of those employees and/or to officers as
provided by Article L. 225-197-1 II of the French Commercial Code. All stock
grants will be subject to the same performance obligations related to growth
in the Group’s revenue and operating margin as stock options.
The number of shares granted to the executive officer will not exceed 0.04%
of the Company’s share capital. The stock grants would be subject to a
two-year vesting period and a two-year lock-up.
The limits of 1.3% of capital for stock options and 0.325% of capital for stock
grants would not be cumulative, nor would the limits of 0.16% and 0.04%
respectively on stock options and stock grants for the executive officer.
For grantees resident outside France, in accordance with the law, the
minimum vesting period would range from two to four years, with no lock-up
period applying where the vesting period was four years.
Shareholders will be asked to give the Board full powers to set the stock
grant terms, particularly to draw up the list of grantees.
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GROUPE SEB
FINANCIAL REPORT AND REGISTRATION DOCUMENT 2010
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