Annual Report Sustainable Development Report ... - Groupe SEB

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Groupe SEB Board of directors Thierry de La Tour d’Artaise Founder group – Aged 51 Chairman and Chief Executive Officer of SEB SA since 2000 Number of SEB shares held: 14,821 Tristan Boiteux (a) Founder group, member of FÉDÉRACTIVE – Aged 43 Member of FÉDÉRACTIVE Advisory Board Number of SEB shares held: 41,788 Damarys Braida Founder group, member of VENELLE INVESTISSEMENT Aged 38 – Joint Manager of VENELLE INVESTISSEMENT Number of SEB shares held: 56,583 Pascal Castres Saint Martin Independent Director – Aged 70 Number of SEB shares held: 385 Norbert Dentressangle (a) Independent Director – Aged 51 Number of SEB shares held: 1,650 Philippe Desmarescaux (a) Independent Director – Aged 67 Number of SEB shares held: 1,782 (a) (b) FÉDÉRACTIVE Shareholder investment company created in 2005, represented by its Chairman, Pascal Girardot (aged 50) member of the Founder group. Number of shares held: 3,096,074 Hubert Fèvre Founder group, member of FÉDÉRACTIVE – Aged 41 Member of FÉDÉRACTIVE Advisory Board Number of SEB shares held: 180,153 (a) Renewal to be proposed at the AGM of 11 May 2006. (b) Co-option to be ratified by the AGM of 11 May 2006. |10 FFP (société Foncière, Financière et de Participations) A holding company listed on the Paris stock exchange and majority-held by the Peugeot family, represented by Christian Peugeot (aged 52) Number of SEB shares held: 857,337 Jacques Gairard Founder group, member of VENELLE INVESTISSEMENT – Aged 66 Chairman and Chief Executive Officer of Groupe SEB from 1990 to 2000. Member of the Management Board of VENELLE INVESTISSEMENT Number of SEB shares held: 59,167 Philippe Lenain Independent Director – Aged 69 Number of SEB shares held: 550 Antoine Lescure Founder group, member of FÉDÉRACTIVE – Aged 34 Number of SEB shares held: 76,092 Frédéric Lescure Founder group, member of FÉDÉRACTIVE – Aged 44 Number of SEB shares held: 21,632 VENELLE INVESTISSEMENT Founder group – A family shareholder company (formerly ACTIREF) represented by Olivier Roclore (aged 51) Number of SEB shares held: 1,988,156 Jérôme Wittlin Founder group, member of VENELLE INVESTISSEMENT – Aged 46 Joint Manager of VENELLE INVESTISSEMENT Number of SEB shares held: 2,046 Each Board member is required to hold a number of shares in the SEB SA nominal share register equivalent to about two years of attendance fees.
Real powers of control Groupe SEB has long applied a system of corporate governance which respects the interests of its shareholders. The methods and functioning of the Board ensure management transparency and real powers of control. A collective body, the Board of Directors represents all the shareholders and acts solely in the interests of the company. On the proposal of the Chairman and Chief Executive Officer, the Board of Directors decides on Group strategy and capital expenditure, and deliberates on Group management structures and acquisitions. To ensure the interests of shareholders, Groupe SEB Board includes four independent directors. The Board conducts an annual review of its functioning. Corporate governance |11 Organization and functioning of the Board To assist it in specialist matters, the Board operates two committees drawn from its members: The Audit Committee This committee comprises three members, Pascal Castres Saint Martin as Chairman, Norbert Dentressangle and Jérôme Wittlin (two of the three members including its chairman are independent directors). The committee informs the Board on the identification, evaluation and handling of the main financial risks to which the Group may be exposed. It is concerned in particular with ensuring the conformity of financial reporting methods. It assists the Board with observations or recommendations, and participates in the preparatory procedure for appointing statutory auditors. The Audit Committee met on four occasions in 2005, with 92% attendance. The Nominations and Remuneration Committee This committee comprises three members, Pascal Girardot, permanent representative of FÉDÉRACTIVE, as Chairman, Philippe Desmarescaux and Philippe Lenain (two of the three members are independent directors). The committee reports on its work to the Board of Directors and makes recommendations on the makeup of the Board, on the terms of office of directors, and on the Group's organization and structures; it also makes proposals to the Board on policy for the remuneration of executives, as well as on the introduction of share subscription and purchase option schemes, and on the terms and conditions applying to these. This committee met on five occasions in 2005, with full attendance. Good practices – adherence to the Directors' Charter and Internal Rules; – the presence of four independent directors on the Board in 2005; – directors' term of office limited to four years; – renewal of Board membership by rotation, to give more say to shareholders; – high participation: ten Board meetings in 2005 with 89% attendance; – information: each new Board member is given a full dossier on the Group, and regular detailed information throughout the year.
Page 1 and 2: Annual Report Sustainable Developme
Page 3 and 4: €2,463million Sales +7.6% Net inc
Page 5 and 6: With consumer behaviour changing in
Page 7 and 8: Financial information Group consoli
Page 9 and 10: On the other hand, a €10 million
Page 11: 110 105 100 95 90 85 80 75 70 65 60
Page 15 and 16: A Group well equipped to win Lookin
Page 17 and 18: By contrast, growth was confirmed i
Page 19 and 20: International expansion Other world
Page 21 and 22: Marketing strategy Brands and innov
Page 23 and 24: Marketing strategy Moulinex • Eas
Page 25 and 26: Being competitive Adapting, to face
Page 27 and 28: Being competitive Efficient flow ma
Page 29 and 30: Sustainable Development Aware of th
Page 31 and 32: Corporate responsibility & Change E
Page 33 and 34: Client and Supplier relations Commo
Page 35 and 36: Environment Our planet Caring & Gro
Page 37 and 38: CLIENTS/SUPPLIERS Priorities Involv
Page 39 and 40: GROUP EXECUTIVE COMMITTEE Thierry d

Annual Report Sustainable Development Report ... - Groupe SEB

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