financial report and registration document 2011 - Groupe SEB

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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
NOTE 32 LIST OF CONSOLIDATED COMPANIES AT 31 DECEMBER 2011 (SHOWING THE % INTEREST HELD BY THE GROUP) Note 32.1. FULLY CONSOLIDATED COMPANIES Financial Report and Registration Document 2011 5 Consolidated fi nancial statements Notes to the consolidated fi nancial statements Company Core business (b) Headquarters Siren no. % control % interest FRANCE SEB S.A. (a) Parent company France 300 349 636 Calor S.A.S. (a) * France 956 512 495 100 100 S.A.S. SEB (a) * France 302 412 226 100 100 Tefal S.A.S. (a) * France 301 520 920 100 100 Rowenta France S.A.S. (a) * France 301 859 880 100 100 Groupe SEB Moulinex S.A.S. (a) * France 407 982 214 100 100 SIS S.A.S. (a) *** France 399 014 216 100 100 SEB Développement S.A.S. (a) *** France 016 950 842 100 100 Groupe SEB France S.A.S. (a) ** France 440 410 637 100 100 Groupe SEB Retailing (a) ** France 440 410 884 100 100 SEB Internationale SAS (a) Holding company France 301 189 718 100 100 Groupe SEB Export (a) ** France 421 266 271 100 100 SEB Alliance SAS Holding company France 440 410 918 100 100 OTHER EU COUNTRIES Rowenta Werke GmbH * Germany 100 100 Krups GmbH ** Germany 100 100 Groupe SEB Deutschland GmbH ** Germany 100 100 Rowenta Deutschland GmbH Holding company Germany 100 100 SEB Osterreich HmbH ** Austria 100 100 Groupe SEB Belgium SA NV ** Belgium 100 100 Groupe SEB Nordik AS ** Denmark 100 100 Groupe SEB Iberica SA ** Spain 100 99.8 Groupe SEB UK Ltd. ** United Kingdom 100 100 Tefal UK Dormant United Kingdom 100 100 Groupe SEB Hellados S.A. ** Greece 100 100 Groupe SEB Italia SpA ** Italy 100 100 Lagostina SpA * Italy 100 100 Casa Lagostina s.r.l ** Italy 100 100 Groupe SEB Nederland BV ** Netherlands 100 100 Rowenta Invest BV Holding company Netherlands 100 100 Groupe SEB Portugal Ltd. ** Portugal 100 99.9 AMERICAS Groupe SEB Canada Inc. ** Canada 100 100 Groupe SEB USA ** United States 100 100 All-Clad USA, Inc. Delaware Holding company United States 100 100 All-Clad Metal-Crafters LLC * United States 100 100 Clad Holdings Corp. Delaware *** United States 100 100 Groupe SEB Holdings USA Holding company United States 100 100 IMUSA Holding Inc Holding company United States 100 99.3 (a) A member of the French tax group. (b) Core business: * manufacturing, sales and marketing; ** sales and marketing ; *** services. GROUPE SEB 5 133
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FINANCIAL REPORT and REGISTRATION D
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This Registration Document was fi l
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1Presentation of the Group 1.1. KEY
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Financial Report and Registration D
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1.3. BUSINESS SECTORS As a global l
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1.4. GROUP STRATEGY A long-term str
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In 2011, with only a few rare excep
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for an amount of €465 million, mo
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policy (monitored by a Steering Com
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INTEREST-RATE RISK AND CURRENCY RIS
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2Corporate governance 2.1. BOARD OF
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DAMARYS BRAIDA Member of the Founde
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JEAN-NOËL LABROUE Independent dire
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Attendance fees The maximum amount
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2.3. GROUP MANAGEMENT BODIES Group
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BENEFITS IN KIND Thierry de La Tour
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TABLE 4 Stock option allocation for
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TABLE 10 General information about
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� respect for rules governing div
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THE INFORMATION SYSTEMS DEPARTMENT
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3Corporate, social and environmenta
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Breakdown of changes in staffi ng (
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Persons with disabilities (Worldwid
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Overtime (Worldwide) 2011: In Franc
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Bonuses and profi t sharing (France
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3 Corporate, social and environment
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4Commentary on the fi nancial year
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Raw materials The Group’s busines
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Groupe SEB receives recognition As
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Quarterly curve of 2010 organic gro
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In North America, 2011 was marked b
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in 2010 to €261 million in 2011)
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Cash fl ow and investment In €M 3
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4.5. FINANCIAL REVIEW OF SEB S.A. S
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5Consolidated fi nancial statements
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5.2. CONSOLIDATED RATIOS (in %) 201
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Consolidated balance sheet At 31 De
Page 83 and 84: Consolidated statement of changes i
Page 85 and 86: 5.4. NOTES TO THE CONSOLIDATED FINA
Page 87 and 88: The assumptions used - which mainly
Page 89 and 90: Derivative instruments designated a
Page 91 and 92: C) RESTRUCTURING PROVISIONS The Gro
Page 93 and 94: The provisional value assigned to t
Page 95 and 96: (in € millions) France Financial
Page 97 and 98: Note 3.2. REVENUE BY GEOGRAPHICAL L
Page 99 and 100: � €1 million in compensation co
Page 101 and 102: NOTE 8 INCOME TAXES Note 8.1. INCOM
Page 103 and 104: NOTE 9 EARNINGS PER SHARE Financial
Page 105 and 106: The discount rates used were determ
Page 107 and 108: 2009 (in € millions) Land Buildin
Page 109 and 110: Financial Report and Registration D
Page 111 and 112: NOTE 19 EQUITY Note 19.1. SHARE CAP
Page 113 and 114: Note 19.3. RESERVES AND RETAINED EA
Page 115 and 116: Note 21.1. PRODUCT WARRANTIES Provi
Page 121 and 122: NOTE 23 TRADE PAYABLES AND OTHER LI
Page 123 and 124: Note 24.2. NET DEBT Financial Repor
Page 125 and 126: Non-current financial assets consis
Page 127 and 128: currencies are partly hedged by mea
Page 129 and 130: The following table analyses fi nan
Page 131 and 132: (in € millions) Expenses Financia
Page 133: IFRIC interpretation no. 6 adopted
Page 139 and 140: Specifi c verifi cation Financial R
Page 141 and 142: 6Company fi nancial statements 6.1.
Page 147 and 148: Note 2.3. NON-CURRENT FINANCIAL ASS
Page 149 and 150: NOTE 4 OTHER RECEIVABLES Financial
Page 151 and 152: NOTE 9 ACCRUALS ACCOUNTS Note 9.1.
Page 153 and 154: NOTE 13 OFF-BALANCE SHEET COMMITMEN
Page 157 and 158: 6.4. STATUTORY AUDITORS’ REPORT O
Page 159 and 160: 7Information on the Company and its
Page 167 and 168: 7.3. FINANCIAL AUTHORISATIONS Finan
Page 169 and 170: HOLDING CONDITIONS APPLICABLE TO TH
Page 171 and 172: 7.5. STOCK MARKET AND DIVIDEND INFO
Page 173 and 174: 8Annual General Meeting 8.1. REPORT
Page 175 and 176: Board of Directors Financial Report
Page 179 and 180: 8.3. PROPOSED RESOLUTIONS Proposed
Page 181 and 182: AUTHORISATION TO TRADE IN THE COMPA
Page 183 and 184: AUTHORISATION TO MAKE PERFORMANCE S
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� that the Board of Directors sha
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SEVENTEENTH RESOLUTION: EMPLOYEE SH
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9Additional information 9.1. CONSUL
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Fees paid to Statutory auditors The
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9.6. REGISTRATION DOCUMENT CROSS- R
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21 - ADDITIONAL INFORMATION Financi
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NOTES Financial Report and Registra
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FINANCIAL AGENDA 2012 26 APRIL AFTE
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