Download the file. - Groupe SEB

Pascal Castres Saint Martin, chairman
Norbert Dentressangle
and Jérôme Wittlin.
4 meetings, 83% attendance.
Pascal Girardot, chairman
Philippe Desmarescaux
and Philippe Lenain
3 meetings,
full attendance.
GROUPE SEB commitment...
“A WELL-BALANCED BOARD OF DIRECTORS”
MANAGEMENT BODIES, CORPORATE GOVERNANCE
ROLE OF THE BOARD COMMITTEES
The Audit Committee informs the Board on the identification,
evaluation and handling of the main financial risks to which
the Group may be exposed. It verifies the conformity of financial
reporting methods and makes proposals on the appointment of
statutory auditors.
The Nominations and Remuneration Committee reports on its
work to the Board of Directors and makes recommendations on the
composition of the Board, on the terms of office of directors, and
on the Group's organization and structures. It gives guidance
on policy for the remuneration of executives, as well as on the
introduction of share subscription and purchase option schemes.
The Board of Directors, in accordance with the recommendations
of the Bouton and Vienot reports, organized for the fifth successive
year a discussion on the functioning of the Board under the
responsibility of the Nominations and Remuneration Committee.
The Board considered that most of the improvements suggested by
previous reviews had been implemented with a beneficial effect on
the functioning of the Board.
Moreover, the Board of Directors has applied a Directors’ Charter
and Internal Rules since 2003. Combined in a single document,
these texts ensure that Board members have a clear understanding
of their role, rights and duties, the functioning and objectives of
the Board of Directors and director remuneration policy.
Mathilde Dufour, analyst with EthiFinance, a corporate social responsibility (CSR)
research agency.
“Examination of the make-up of the Board of Directors of Groupe SEB shows it to be
well balanced in relation to the structure of its shareholder base. The presence of an
extra independent director would be a ‘plus’, but the Board does already have four
independents out of its 15 members which is quite good for a company where more than 40% of the capital is held
by the founding family group. The fact that the Audit Committee is chaired by one of these independent directors
is also a positive point in terms of good governance. Another good sign is the Board’s annual self-evaluation of its
functioning and the steps taken as a result of this. With regard to areas for improvement, we think the Group
could strengthen internal procedures for monitoring conformity with the ethical standards to which it adheres,
including the principles of the Global Compact and the Code of Conduct of the European Committee of Domestic
Equipment Manufacturers.”
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