Financial Report and Registration Document 2010 - Groupe Seb

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2 GROUP CORPORATE GOVERNANCE MANAGEMENT BODIES TABLE 9 Options allocated in 2010 – Ten highest allocations of Stock options to non-executive officers Total number of stock options allocated Weighted average price Plan in question 57,600 €53.86 18/06/2010 Stock options exercised in 2010 – Ten highest stock options exercised by non-executive officers Date of the plan 19/04/2002 17/10/2002 18/06/2003 18/06/2004 08/04/2005 16/06/2006 Overall Type of stock options Purchase Purchase Purchase Purchase Purchase Purchase Price of option €27.88 €25.15 €24.24 €31.67 €28.00 €29.33 €28.80 Number of stock options exercised 52,725 15,015 64,864 149,986 156,000 173,022 611,612 TABLE 10 General information about the Chief Executive Officer Employment contract Complementary pension scheme Indemnities or benefits due or likely to be due subsequent to the termination or modification of functions Allowance concerning non-competition clause Yes No Yes No Yes No Yes No Thierry de La Tour d’Artaise (suspended) X X X SHARE TRANSACTIONS CARRIED OUT BY MEMBERS OF SEB MANAGEMENT DURING 2010 (ARTICLE L. 621-18-2 OF THE FRENCH MONETARY AND FINANCIAL CODE) Name Function Number of shares bought or subscribed Average acquisition price Number of shares sold Average sale price Tristan Boiteux Board member 463 €52.65 Person linked to Tristan Boiteux Board member 36 €52.84 Person linked to Damarys Braida Board member 8,700 €54.58 Thierry de La Tour d’Artaise Chairman & CEO 62,116 €24.34 Person linked to Thierry de La Tour d’Artaise Chairman & CEO 8,954 €68.32 Hubert Fèvre Board member 580 €52.65 FFP – Sté Foncière, Financière et de Participations Board member 380,000 €55.22 Jacques Gairard Board member 1,300 €67.39 200 €72.00 Person linked to Jacques Gairard Board member 14,500 €48.18 Pascal Girardot, permanent representative of FÉDÉRACTIVE Board member 514 €52.20 Person linked to Pascal Girardot, permanent representative of FÉDÉRACTIVE Board member 299 €53.44 Jean-Pierre Lac Executive Vice-president 65,555 €28.62 27,791 €67.29 Cédric Lescure Board member 143 €54.08 Frédéric Lescure Board member 306 €53.00 Person linked to Frédéric Lescure Board member 32 €52.45 Harry Touret Executive Vice-president 54,003 €29.55 7,500 €49.68 Personn linked to Harry Touret Executive Vice-president 20,808 €77.36 Frédéric Verwaerde Executive Vice-president 24,002 €28.67 24,002 €55.70 50 FINANCIAL REPORT AND REGISTRATION DOCUMENT 2010 GROUPE SEB
2 CORPORATE GOVERNANCE CHAIRMAN’S REPORT ON INTERNAL CONTROL CHAIRMAN’S REPORT ON INTERNAL CONTROL In accordance with Article 117 of the French Financial Securities Act of 1 August 2003, and the provisions of Article L. 225-37 of the French Commercial Code, as amended on 3 July 2008 (law No 2008-649), the object of this report is to describe the organization of the work of the Board of Directors, and the internal control procedures adopted by Groupe SEB for the year ended 31 December 2010. This report, drawn up under the supervision of the Chairman, is essentially based on the coordinated work of the Group’s Audit and Organization department, in liaison with the Finance department and the main corporate support functions and operational management. It also takes account of consultations with the Audit Committee and the Statutory auditors. This report was approved by the Board of Directors on 25 February 2011. In accordance with the new provisions of the law of 3 July 2008 which requires each company to identify which Corporate Governance Code it abides by, Groupe SEB hereby indicates that it abides by the AFEP-MEDEF Corporate Governance Code of December 2008. 2 GROUP INTERNAL CONTROL ENVIRONMENT In the course of its operations and in pursuit of its business strategy, Groupe SEB is exposed to a number of risks and unknown factors, both internal and external. To cope with this situation, it has set up an organization and procedures aimed at identifying, quantifying, anticipating and managing these risks as much as possible, in order to reduce their negative impact and thus to help to achieve the Company’s operational and strategic goals. The internal control system is a process defined and implemented by the Group under its own responsibility to ensure: compliance with laws and regulations; application of instructions and guidelines, and conformity with the Group’s internal practices; the proper functioning of the Company’s internal processes; the quality, integrity and relevance of its internal and external information, particularly financial disclosures; organizational adaptation to changes in standards and regulations; consistency between identified risks, objectives and expected benefits; reduced exposure to risks of fraudulent behaviour; prevention, and, if necessary, punishment of unethical conduct. As with any control system, it cannot provide an absolute guarantee that these risks are totally eliminated. Groupe SEB is an international entity, whose organization is firstly divided into geographical zones for continents, each with their own ranges of products to sell. In addition, operations are organized by activity, covering specific product lines and trademarks. This mode of operating depends on decentralization of operational responsibilities and extensive delegation. But at the same time, to guarantee efficient overall management, Groupe SEB applies clearly-defined operational and delegation rules. It also benefits from a well-established corporate culture which is rooted in shared fundamental values that foster an ethical working environment: high-quality work, mutual respect, team spirit, loyalty and thoroughness. The internal audit system is based on a structured Quality Management System defining eleven key functional areas which integrate the demands and requirements of Sustainable Development. A signatory of the Global Compact since 2003, Groupe SEB supports the values set out in this document and promotes them throughout the Company. The Group Human Resources department states in its guiding principles that: “The Group is a community of men and women who share the same objectives and values”. Against this background, Groupe SEB enjoins all its employees to uphold ethical standards and act in accordance with them. The integrity of the internal control function is also assured by an internal control manual, detailing the main internal control guidelines for each Group structure: use of a delegation manual and definition of power limits; internal control rules governing commercial operations, the management of customer credit and settlement methods, relations with banking institutions, payroll management, purchasing control, fi nancial asset management and the protection of corporate property and assets; respect for rules governing division of responsibilities; policies applying to insurance cover and hedging; financial reporting audit principles. GROUPE SEB FINANCIAL REPORT AND REGISTRATION DOCUMENT 2010 51
Page 1 and 2: FINANCIAL REPORT AND REGISTRATION D
Page 3 and 4: GROUP PROFILE AND KEY FIGURES 2010
Page 5 and 6: GROUPE SEB IN 2010 1 GROUPE SEB IN
Page 7 and 8: 1 GROUPE SEB IN 2010 MILESTONES IN
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3 CONSOLIDATED FINANCIAL STATEMENTS
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COMPANY FINANCIAL STATEMENTS 4 COMP
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4 COMPANY FINANCIAL STATEMENTS BALA
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4 COMPANY FINANCIAL STATEMENTS REPO
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4 COMPANY FINANCIAL STATEMENTS NOTE
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4 COMPANY FINANCIAL STATEMENTS AUDI
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ANNUAL GENERAL MEETING 5 ANNUAL GEN
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5 ANNUAL GENERAL MEETING REPORT OF
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5 ANNUAL GENERAL MEETING AUDITORS
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5 ANNUAL GENERAL MEETING PROPOSED R
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ADDITIONAL INFORMATION 6 ADDITIONAL
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6 ADDITIONAL INFORMATION GENERAL IN
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6 ADDITIONAL INFORMATION SHARE CAPI
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6 ADDITIONAL INFORMATION SHARE CAPI
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6 ADDITIONAL INFORMATION FINANCIAL
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6 ADDITIONAL INFORMATION EMPLOYEE S
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6 ADDITIONAL INFORMATION EMPLOYEE S
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6 ADDITIONAL INFORMATION STOCK MARK
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NOTES GROUPE SEB FINANCIAL REPORT A
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FINANCIAL AGENDA 2011 26 APRIL AFTE
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Financial Report and Registration Document 2010 - Groupe Seb

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