financial report and registration document 2011 - Groupe SEB

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6 Notes Company fi nancial statements to the Company fi nancial statements � 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 NOTE 15 UNRECOGNISED DEFERRED TAXES for that year if his average actual performance is at least equal to 50% of the applicable targets. Thierry de la Tour d’Artaise’s suspended employment contract does not contain any no-compete clause. As Thierry de La Tour d’Artaise term of offi ce was renewed on 13 May 2008, in accordance with the October 2008 AFEP-MEDEF Corporate Governance Code, the Board of Directors decided to review the situation related to his termination benefi t in 2012 when his current term of offi ce is due to expire. At 31 December 2011, the Company had an unrecognised deferred tax asset of €12.7 million (€1.4 million at 31 December 2010), corresponding to nondeductible provision charges and unrealised exchange gains deductible in the following year. NOTE 16 STOCK OPTION PLANS Information about stock option plans at 31 December 2011 is provided below: At 31 December 2011 Date Number of options** Type of option Option grant date*** Option exercise date Option expiry date Granted Exercised Cancelled Outstanding Exercise price** (in €) Purchase of existing shares 18/06/2003 18/06/2007 18/06/2011 612,150 580,128 32,022 - 24.24 Purchase of existing shares 18/06/2004 18/06/2008 18/06/2012 539,100 343,043 17,400 178,657 31.67 Purchase of existing shares 08/04/2005 08/04/2009 08/04/2013 554,700 379,647 20,100 154,953 28.00 Purchase of existing shares 16/06/2006 16/06/2010 16/06/2014 589,798 367,147 14,707 207,944 29.33 Purchase of existing shares 20/04/2007 20/04/2011 20/04/2015 579,150 129,466 8,100 441,584 44.00 Purchase of existing shares 13/05/2008 13/05/2012 13/05/2016 1,005,900 - 21,300 984,600 38.35 Purchase of existing shares 12/06/2009 12/06/2013 12/06/2017 371,300 - 3,600 367,700 28.05 Purchase of existing shares 18/06/2010 18/06/2014 18/06/2018 412,592 - 750 411,842 53.86 TOTAL* 4,664,690 1,799,431 117,979 2,747,280 * Of which, movements in 2011 0 275,642 11,192 (286,834) ** The number of options and the exercise price for plans set up prior to 16 June 2008 were adjusted following the three-for-one stock split that took place on 16 June 2008. *** The grant date corresponds to the date of the Board Meeting when the option grants were decided. NOTE 17 EQUITY � Share capital At 31 December 2011, the Company’s share capital amounted to €50 million, made up of 49,951,826 shares with a par value of €1 each, representing 71,229,471 voting rights (excluding own shares held). � Changes in equity (in € millions) EQUITY AT 31 DECEMBER 2010 BEFORE APPROPRIATION OF PROFIT 819.7 2010 dividend paid in 2011 (58.4) Net profi t for the year 77.8 Changes in share capital – Shares issued on exercise of stock options and share cancellations Corresponding issue premium EQUITY AT 31 DECEMBER 2011 839.1 152 GROUPE SEB Financial Report and Registration Document 2011
Financial Report and Registration Document 2011 6 Company fi nancial statements Notes to the Company fi nancial statements EQUITY AT 31 DECEMBER 2009 BEFORE APPROPRIATION OF PROFIT 825.2 2009 dividend paid in 2010 (51.2) Net profi t for the year 45.7 Changes in share capital – Shares issued on exercise of stock options and share cancellations 0 Corresponding issue premium 0 EQUITY AT 31 DECEMBER 2010 819.7 � Potential ordinary shares at 31 December 2011 There are no convertible bonds or equity notes outstanding or securities not representing capital. NOTE 18 EMPLOYEES The Company had one employee in 2011 and 2010. NOTE 19 SUBSEQUENT EVENTS None. GROUPE SEB 6 153
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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
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Consolidated statement of changes i
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5.4. NOTES TO THE CONSOLIDATED FINA
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The assumptions used - which mainly
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Derivative instruments designated a
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C) RESTRUCTURING PROVISIONS The Gro
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The provisional value assigned to t
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(in € millions) France Financial
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Note 3.2. REVENUE BY GEOGRAPHICAL L
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� €1 million in compensation co
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NOTE 8 INCOME TAXES Note 8.1. INCOM
Page 103 and 104: NOTE 9 EARNINGS PER SHARE Financial
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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
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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 and 134: IFRIC interpretation no. 6 adopted
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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.
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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
Page 185 and 186: � that the Board of Directors sha
Page 187 and 188: SEVENTEENTH RESOLUTION: EMPLOYEE SH
Page 189 and 190: 9Additional information 9.1. CONSUL
Page 193 and 194: Fees paid to Statutory auditors The
Page 197 and 198: 9.6. REGISTRATION DOCUMENT CROSS- R
Page 199 and 200: 21 - ADDITIONAL INFORMATION Financi
Page 201 and 202: NOTES Financial Report and Registra
Page 203 and 204: FINANCIAL AGENDA 2012 26 APRIL AFTE
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