financial report and registration document 2011 - Groupe SEB

5 Notes
Consolidated fi nancial statements
to the consolidated fi nancial statements
Note 30.2. DIRECTORS’ AND OFFICERS’ REMUNERATION AND BENEFITS
Details of members of the Board of Directors and the Executive Committee, including members who retired in 2011, are provided in the corporate governance
section of this document. The following table provides an analysis of the remuneration and benefi ts paid to the members of the Board of Directors and the
Executive Committee in 2011, 2010 and 2009:
(in € millions) 2011 2010 2009
SHORT-TERM BENEFITS
Fixed remuneration 2.7 2.5 2.7
Variable remuneration 1.8 2.0 2.1
Directors’ fees 0.4 0.4 0.4
OTHER BENEFITS
Post-employment benefi ts 2.2 1.7 2.4
Share-based payments (stock options) 1.6 2.0 2.7
TOTAL 8.7 8.6 10.3
Thierry de La Tour d’Artaise will not be entitled to any compensation for loss
of offi ce when he ceases to be a corporate offi cer.
His employment contract, signed when he joined the Group in 1994 and last
amended when he was appointed Chief Executive Offi cer, was suspended
on 1 March 2005 for the duration of his term as corporate offi cer.
In the same way as for other Executive Committee members, the contract
stipulates that in the event of termination of his employment contract at
Groupe SEB’s initiative, except as a result of gross negligence or serious
misconduct, or at his own initiative following a change of control of Groupe
SEB, Thierry de La Tour d’Artaise will be eligible for a total termination benefi t
equal to two years’ remuneration. Following adoption of France’s TEPA Act,
an addendum to this contract was signed making the termination benefi t
subject to performance conditions. The revised contract stipulates that the
termination benefi t, set at a maximum of two years’ gross salary and bonus,
will be adjusted based on actual performance in relation to targets over
Thierry de La Tour d’Artaise’s last four years of service, as follows:
� if average actual performance falls short of the targets by 50% or more,
no termination benefi t will be paid;
NOTE 31 SUBSEQUENT EVENTS
� if average actual performance represents 50% to 100% of the targets,
between 75% and 100% of the termination benefi t will be paid;
� if average actual performance exceeds the targets, the termination benefi t
will be paid in full.
The Board of Directors may, at its discretion, reduce the termination benefi t
by as much as 50% if the Group reports a loss for the year preceding the one
in which Thierry de La Tour d’Artaise is removed from offi ce, provided that
the termination benefi t does not represent less than his salary and bonus for
that year if average actual performance is at least equal to 50% of targets.
Thierry de La Tour d’Artaise’s employment contract does not contain any
no-compete clause.
Thierry de La Tour d’Artaise was re-appointed on 13 May 2008. In accordance
with the October 2008 AFEP-MEDEF Code, the Board of Directors therefore
decided to review the situation in 2012, when his term of offi ce is due to
expire.
To the best of Groupe SEB’s knowledge, no events have occurred between 31 December 2011 and the date on which this Registration Document was
published that could have a material impact on the consolidated fi nancial statements.
132 GROUPE SEB Financial Report and Registration Document 2011