Financial Report and Registration Document 2010 - Groupe Seb

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ANNUAL GENERAL MEETING
AUDITORS’ SPECIAL REPORT ON REGULATED AGREEMENTS AND COMMITMENTS WITH THIRD PARTIES
AUDITORS’ SPECIAL REPORT
ON REGULATED AGREEMENTS
AND COMMITMENTS WITH THIRD PARTIES
SHAREHOLDERS’ MEETING HELD TO APPROVE
THE FINANCIAL STATEMENTS FOR THE YEAR
ENDED 31 DECEMBER 2010
To the Shareholders,
In accordance with our appointment as Statutory auditors by your
Company, we hereby report on regulated agreements and commitments
with third parties.
The terms of our engagement require us to communicate to you, based
on information provided to us, the principal terms and conditions of those
agreements and commitments brought to our attention or which we may
have discovered during the course of our audit, without expressing an
opinion on their usefulness and appropriateness or identifying such other
agreements, if any. It is your responsibility, pursuant to Article R. 225-31 of
the French Commercial Code (Code de Commerce), to assess the interest
involved in respect of the conclusion of these agreements for the purpose
of approving them.
Our role is also to provide you with the information provided for in
Article R. 225-31 of the French Commercial Code in respect of the
performance of the agreements and commitments, already approved by the
Shareholders’ Meeting and having continuing effect during the year, if any.
We conducted our procedures in accordance with the professional
guidelines of the French National Institute of Statutory auditors (Compagnie
Nationale des Commissaires aux Comptes) relating to this engagement.
These guidelines require that we agree the information provided to us with
the relevant source documents.
AGREEMENTS AND COMMITMENTS SUBMITTED TO THE APPROVAL
OF THE SHAREHOLDERS’ MEETING
Pursuant to Article L. 225-38 of the French Commercial Code, we have not been advised of any agreement or commitment authorized during the year that
was subject to the approval of the Shareholders’ Meeting.
AGREEMENTS AND COMMITMENTS ALREADY APPROVED
BY THE SHAREHOLDERS’ MEETING
Pursuant to Article R. 225-30 of the French Commercial Code, we have been
advised that the following agreements and commitments already approved
in previous years by the Shareholders’ Meeting have had continuing effect
during the year.
With Mr. Thierry de La Tour d’Artaise
1. Nature and purpose: The employment contract of Mr. Thierry de La Tour
d’Artaise, Chairman of SEB S.A., it being understood that such contract
has been suspended for the duration of his term of office as corporate
officer.
Terms and conditions:
In the event such employment contract is terminated at the employer’s
initiative, except on grounds of serious misconduct or gross negligence,
or at Mr. Thierry de La Tour d’Artaise’s initiative as a result of a change
in the control of the SEB Group, his overall termination benefi ts shall
be equivalent to two years’ compensation, payable subject to the
performance criteria described in the agreement below.
In the event Mr. Thierry de La Tour d’Artaise’s employment contract is
terminated except for serious misconduct or gross negligence, he will
be entitled to all the share purchase or subscription options granted to
him under the same exercise terms and conditions had he remained in
office. This provision shall also apply in the event Mr. Thierry de La Tour
d’Artaise’s employment contract is terminated pursuant to his resignation
from the Group, were such resignation to arise from a change in the control
of the Group. However, he shall forfeit the options that will have been
granted to him over the 18 months prior to the termination of his term of
office as corporate officer.
2. Nature and purpose: Determination of the performance criteria governing
the Chairman’s termination benefits.
Terms and conditions: The Chairman’s termination benefi ts, equivalent
to two years’ earned compensation plus bonuses, are adjusted for the
percentage of objectives achieved over the 4 previous year-ends:
if the average percentage achieved is below 50%, no termination benefits
shall be paid;
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GROUPE SEB
FINANCIAL REPORT AND REGISTRATION DOCUMENT 2010
139