financial report and registration document 2011 - Groupe SEB

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6 Statutory Company fi nancial statements auditors’ report on the fi nancial statements III. Specifi c verifi cations and disclosures We have also performed the other procedures required by law, in accordance with professional practice standards applicable in France. We have no matters to report regarding the fair presentation and consistency with the fi nancial statements of the information given in the management report of the Board of Directors and the documents addressed to the shareholders in respect of the fi nancial position and the fi nancial statements. We have verifi ed the consistency of the information provided pursuant to Article L. 225-102-1 of the French Commercial Code (Code de Commerce) relating to the remuneration and benefi ts received by corporate offi cers and PricewaterhouseCoopers Audit Bernard RASCLE Lyon and Villeurbanne, 16 March 2012 The Statutory auditors any other commitments made in their favor with the fi nancial statements, or with the underlying information used to prepare these fi nancial statements and, where applicable, with the information obtained by your Company from companies controlling your Company or controlled by it. Based on this work, we attest to the accuracy and fair presentation of this information. Pursuant to the law, we have verifi ed that the management report contains the appropriate disclosures as to the identity of and percentage interests and votes held by shareholders. Deloitte & Associés Dominique VALETTE This is a free translation into English of the statutory auditors’ report issued in French and is provided solely for the convenience of English speaking users. The statutory auditors’ report includes information specifi cally required by French law in such reports, whether modifi ed or not. This information is presented below the opinion on the Company fi nancial statements and includes an explanatory paragraph discussing the auditors’ assessments of certain signifi cant accounting and auditing matters. These assessments were considered for the purpose of issuing an audit opinion on the Company fi nancial statements taken as a whole and not to provide separate assurance on individual account captions or on information taken outside of the Company fi nancial statements. This report should be read in conjunction and construed in accordance with French law and professional auditing standards applicable in France. 156 GROUPE SEB Financial Report and Registration Document 2011
7Information on the Company and its share capital 7.1. GENERAL INFORMATION CONCERNING SEB S.A. 158 Corporate objects (Article 3, Company bylaws) 158 Statutory allocation of profi ts (Article 46, Company bylaws) 158 General Meetings of Shareholders (Article 30 et seq.) 158 Double voting rights (Article 35, Company bylaws) 159 Limitation of voting rights 159 Statutory threshold clause (Article 8, Company bylaws) 159 Identity of bearer shareholders 159 Share capital at 31 December 2011 159 Elements which could affect a hypothetical takeover bid 160 7.2. GENERAL INFORMATION ON SHARE CAPITAL 161 Breakdown of share capital and voting rights on 31 December 2011 Changes in share capital breakdown and voting rights 161 over the last three years 163 Changes in share capital over the last fi ve years 164 Potential share capital at 31 December 2011 164 Changes in share capital breakdown over the last three years 164 7.3. FINANCIAL AUTHORISATIONSFINANCIÈRES 165 Authorisation to issue shares and other securities 165 Authorisation for the Company to trade in its own shares 165 7.4. EMPLOYEE SHAREHOLDINGPERSONNEL 166 Staff mutual investment fund and direct employee shareholding 166 Bonus and profi t-sharing schemes 166 Stock option and performance share allocation policy History of stock option allocation for share subscription 166 or purchase 167 Performance shares allocated to staff 168 7.5. STOCK MARKET AND DIVIDEND INFORMATION 169 Stock market 169 Stock market transactions over the last 18 months 169 Dividends – Dividend supplement 170 Financial Report and Registration Document 2011 GROUPE SEB 157 7
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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
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NOTE 9 EARNINGS PER SHARE Financial
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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 and 134: IFRIC interpretation no. 6 adopted
Page 135 and 136: NOTE 32 LIST OF CONSOLIDATED COMPAN
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: 6.4. STATUTORY AUDITORS’ REPORT O
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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financial report and registration document 2011 - Groupe SEB

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